Companies Act (Cap. 386), article 431

431. (1) Notwithstanding anything to the contrary contained in articles 428 and 429 - (a) Deleted by Act XVIII.2025. 57. Cap. 234. (b) private companies whose objects and activities are limited to the sole purposes of owning, managing, administering or operating ships and to transactions ancillary thereto, whether formed and registered before, on or after the appointed day, shall be regulated by the Ordinance and shall continue to be so regulated until such date, as the Minister may by order in the Gazette establish, from when the provisions of this Act or of any other law shall commence to apply to them. In this paragraph "ships" shall have the meaning assigned to it by the Merchant Shipping Act : Provided that the Minister may establish different dates on which the different provisions of this Act shall commence to apply with respect to such companies: COMP ANIES [CAP. 386. 275 Provided further that, in his order, the Minister may exempt such companies from any one or more of the provisions of this Act, with such qualifications and under such conditions as may be specified in the order; (c) t h e d e e d o f p a r t n e r s h i p o f a p a r t n e r s h i p en nom collectif, o r o f a p a r t n e r s h i p en commandite, formed and registered under the Ordinance, shall not be required to be amended so as to specify the value of the respective contribution of every partner in terms of article 14(1)( e): Provided that where all the partners in a partnership en nom collectif and where all the partners, both general and limited, in a partnership en commandite , so agree, they may specify in the deed of partnership the value of their respective contribution to the partnership; and Cap. 383. (d) a commercial partnership which on the 1st March, 1998, is a controlled asset as defined in the Controlled Companies (Procedure for Liquidation) Act , shall continue to be regulated by the Ordinance until six months after such commerci al partnership shall have ceased to be a controlled asse t in accordance with that Act; and the provisions of article 428 shall apply to such controlled company as if reference therein to the 28th February 1998 were a reference to the last day of the period of six moths after the commercial partnership shall have ceased to be a controlled asset, and a reference to the 1st March 1998 were a reference to the first day immediately following such period, and the provisions of sub-article (16) of the said article 428 shall only be applicable after the 31st December of the year in which the said period of six months would have lapsed. (2) Save as otherwise provided in sub-article (1), in article 42 8 and 429 or in any other provision of this Act, the Ordinance an d the Commercial Partnerships (Special Provisions) Act, 1994, are hereby repealed: Provided that notwithst anding their repeal - (a) anything that has lawfully been done by virtue of the Ordinance and the Commerci al Partnerships (Special Provisions) Act, 1994, shall remain in force, except insofar as it is inconsistent with any of the provisions of this Act; (b) all regulations made under the Ordinance and under the Commercial Partnerships (Special Provisions) Act, 1994, shall remain in force and continue to have effect as if made under this Act, except insofar as any such regulation is inconsistent with any of the provisions of this Act, until such time as they are repealed; and (c) any liability to any penalty under any of the provisions 276 CAP. 386.] COMP ANIES of the Ordinance shall continue to subsist notwithstanding the repeal of the Ordinance. The provisions of article 401 shall apply also to penalties fixed by the Registrar under the Ordinance unless proceedings for the recovery of such penalties have already been instituted in accordance with the provisions of the Ordinance before the appointed day. COMP ANIES [CAP. 386. 277 FIRST SCHEDULE (Article 75) MODEL REGULATIONS FOR A LIMITED LIABILITY COMPANY PART I REGULATIONS FOR THE MANAGEMENT OF A LIMITED LIABILITY COMPANY Share capital and variation of rights 1. Without prejudice to any special rights previously conferred on the holders of any existing shares or class of shares, any share in the com pany may be issued with such preferred, deferred or other special rights or such r estrictions, whether in regard to dividend, voting, return of capital or otherwise as t he company may from time to time by ordinary resolution determine. 2. Subject to the provisions of article 115 of the Companies Act , (hereinafter referred to as "the Act"), any preference shares may, with the sanction of an ordinary resolution, be issued on the term s that they are, or at the opt ion of the company are, liable to be redeemed on such terms and in such manner as the c ompany before the issue of the shares may by extra ordinary resolution determine. 3. If at any time the sh are capital is divided into different cl asses of shares, the change of any shares from one cla ss into another or the variati on of the rights attached to any class (unless otherwise provided by the terms o f issue of the shares of that class which is to be changed or the rights attached to which are to be varied, according to the case) may, whether or not the company is being wound up, be made with the consent in writing of the holders of three-fourths of the issued shares of that class, and the holders of three-fourths of the issued shares of any other class affected thereby. Such change or variatio n may also be made with the san ction of an extraordinary resolution passed at a separate general meeting o f the holders of the issued shares of that class and of an extraordinary resolution passed at a separate general meeting of the holders of the issued shares of any othe r class affected thereby. To every such separate general meeting the provisions of these regulations relating to general meetings shall apply. 4. The company may exercise the power of paying commissions or o f making discounts or allowances provided it complies with the requireme nts of article 113 of the Act. Such commission may be satisfied by the payment of cas h or the allotment of fully or partly paid shares o r partly in one way and partly in the other. 5. Every person whose name is ent ered as a member in the registe r of members shall be entitled without payment to receive one certificate fo r all his shares or several certificates each for one or more of his shares upon pa yment of 20c for every certificate after the first or such less sum as the directors s hall from time to time determine. If a shar e certificate be defaced , lost or destroyed , it may be renewed on payment of a fee of 20c 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. Calls on shares 6. The directors may from time to time make calls upon the membe rs 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 a llotment thereof made payable at fixed times, pr ovided no call shall exceed one- fourth of the nominal 278 CAP. 386.] COMP ANIES value of the share or be payable at less than one month from th e date fixed for the payment of the last preceding call, and each member shall (subj ect to receiving at least fourteen days’ notice sp ecifying the time or times and pl ace of payment) pay to the company, at the time or times and place so specified, the a mount called on his shares. A call may be revoked or postponed as the directors may determine. 7. The joint holders of a share shall be jointly and severally l iable to pay all calls in respect thereof. 8. If a sum called in respect of a share is not paid before or o n the date appointed for payment thereof, the person from whom the sum is due shall pay annual interest thereon from the day appointed for payment ther eof to the time of actual payment at such rate not exceeding two percentage points over the Central Bank of Malta minimum discount rate as the directors may determ ine, but the directors shall be at liberty to waive payment of such interest wholly or in part. 9. Any sum which by the terms of issue of a share becomes payabl e on allotment or at any fixed date, whether on account of the nomin al value of the share or by way of premium, shall for the purposes of these regulatio ns be deemed to be a call duly made and payable on the date on which, by the terms o f issue, the same becomes payable, and in case of n on-payment, all the relevant p rovisions of these regulations as to payment of inte rest and expenses, forfeiture or otherwise shall apply as if such sum had become p ayable by virtue of a call dul y made and notified. 10. The directors may, on the issue of shares, differentiate bet ween the holders as to the amount of calls to be paid and the times of payment. 11. The directors may, if they thi nk fit, receive from any membe r willing to advance the same, all or any part of the moneys uncalled and un paid 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, beco me payable) pay annual interes t at such rate not exceeding two percentage points ov er the Central Bank of Malta minimum discount rate, as may be agreed upon betw een the directors and the membe rs paying such sum in advance. Transfer and transm ission 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 deeme d to remain a holder of the share until the name of the transferee is entered in the re gister of members in respect thereof. 13. Subject to such of the restrictions of these regulations as may be applicable, any member may transfer all or a ny of his shares by instrument in writing in any usual or common form or any othe r form which the directors may approve. 14. The directors may decline to r egister the transfer of a shar e (not being a fully paid share) to a person of whom they shall not approve. 15. The directors may also declin e to recognise any instrument o f transfer unless - (a) the instrument of transfer is accompanied by the certificate o f the shares to which it relates, and such other evidence as the directors m ay reasonably require to show the right of the transferor to make the transfer; and (b) the instrument of transfer is i n respect of only one class of share. 16. The registration of transfers may be suspended at such times and for such periods as the directors may from time to time determine, provi ded always that such COMP ANIES [CAP. 386. 279 registration shall not be suspend ed for more than thirty days i n any year. 17. Any person becoming entitled to a share in consequence of th e death of a member may, upon such evidence be ing produced as may from time to time properly be required by the directors and subject as hereinafter provide d, elect either to be registered himself as holder of the share or to have some perso n 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 hav e had in the case of a transfer of the share by th at member before his death. 18. If the person so becoming entit led shall elect to be registe red 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 ha ve another person registered he shall testify his election by executing to that per son a transfer of the share. 19. All the limitations, restrictions and provisions of these re gulations relating to the right to transfer and the registration of transfers of s hares 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 transf er were a transfer signed by t hat member. 20. A person becoming entitled to a share by reason of the death of the holder shall be entitled to the same di vidends and other advantages to which he would be entitled if he were the registere d holder of the share, except that he shall not, before being registered as a member in respect of the share, be entitl ed in respect of it to exercise any right con ferred by membership in relation to meeti ngs of the company. 21. Notwithstanding the provisions of regulation 20, the directo rs may at any time give notice requiring any pe rson referred to in that regul ation to elect either to be registered himself or to transfer the share, and if the noti ce is not complied with within ninety days the directors may thereafter withhold paymen t of all dividends, bonuses or other moneys payable in respect of the share until t he requirements of the notice have been complied with. Forfeiture or surrender of shares 22. If a member fails to pay any call or instalment of a call on the day appointed for payment thereof, the direct ors 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 ma y have accrued, by means of a notice which shall also name a further day (not earl ier 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 t hat in the event of non- payment, at or before the time appointed, the shares in respect of which the call was made will be liable to be forfeited. 23. If the requirements specified in any such notice as aforesai d are not complied with, any share in respect of which the notice has bee n 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, or o therwise be surrendered in favour of the company by the member to whom the said notice is addressed, if the directors of the compa ny accept such surrender. 24. A forfeited or a surrendered share may be sold or otherwise disposed of on such terms and in such manner as the directors think fit, and t he company may receive the consideration, if any, given for the share on any s ale or disposition thereof and may execute a transfer of the share in favour of th e person to whom the share is sold or disposed of, who shall thereupon be registered as the holder of the share. At any time before a sale or disposition the forfeiture or surrender may be cancelled on such terms as the directors think fit. 280 CAP. 386.] COMP ANIES 25. A person whose shares have been forfeited or who has surrend ered his shares to the company shall cease to be a member in respect of the forfeited or surrendered shares, but shall, notwithstanding, remain liable t o pay to the company all moneys which, at the date of the forfeiture or surrender, w ere payable by him to the company in respect of the shares; but his liability shall c ease if and when the company shall have received payment in full of all such moneys in respect of the shares. Conversion of shares into stock 26. The company may by ordinary resolution convert any paid up s hares into stock, and re-convert any stock into paid up shares of any deno mination. 27. The holders of stock may transfer the same, or any part ther eof, in the same manner and subject to the same regulations, as and subject to w hich the shares from which the stock arose might previously to conversion have been transferred, or as near thereto as circumstances per mit; and the directors may fro m time to time fix the minimum amount of stock transferable but so that such minimum s hall not exceed the nominal amount of the shar es from which the stock arose. 28. The holders of stock shall, according to the amount of stock held by them, have the same rights, privileges and advantages as regards divi dends, voting at meetings of the company and othe r matters as if they held the s hares from which the stock arose, but no such privilege or advantage (except partici pation in the dividends and profits of the company and in the assets on winding up) sha ll be conferred by any amount of stock which would not, if existing in share, have conferred that privilege or advantage. 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" t herein shall include "stock" and "stockholder". General meetings 30. Subject to the provisions of th e Act the annual general meet ings shall be held at such time and place as the directors shall appoint. 31. The directors may, whenever they think fit, convene an extra ordinary general meeting, and extraordina ry general meetings shall also be convened on such requisition, or, in default, may b e convened by such requisitio nists, as provided by article 129 of the Act. 32. If at any time there are not in Malta sufficient directors c apable of acting to form a quorum, any director or any two members of the company m ay convene an extraordinary general meeting in the same manner, as nearly as possible, as that in which meetings may be co nvened by the directors. Notice of general meetings 33. A general meeting of the company shall be called by fourteen days’ notice in writing at least. The notice shall be exclusive of the day on w hich it is served or deemed to be served an d of the day for which it is given, and s hall specify the place, the day and the hour of meeting and, in case of special busines s, the general nature of that business, and shall be giv en, in the manner hereinafter mentioned or in such other manner, if any, as may be prescribed by the company in ge neral meeting, to such persons as are, by the Act and under the regulations of th e company, entitled to receive such notices from the company: Provided that a meeting of the company shall, notwithstanding t hat it is called by shorter notice than that specified in this regulation, be deeme d to have been duly COMP ANIES [CAP. 386. 281 called if it is so agreed by all the members entitled to attend and vote thereat. 34. The accidental omission to give notice of a meeting to, or t he non-receipt of notice of a meeting by, any person entitled to receive notice s hall not invalidate the proceedings at that meeting. Proceedings at ge neral meetings 35. All business shall be deemed special that is transacted at a n extraordinary general meeting, and also all that is transacted at an annual g eneral meeting, with the exception of declaring a dividend, the consideration of the ann ual accounts and the reports of the directors and aud itors, the election of director s in the place of those retiring and the appointment of, and the fixing of the remunera tion of, the auditors. 36. No business shall be transacted at any general meeting unles s a quorum of members is present at the time when the meeting proceeds to bus iness; save as herein otherwise provided, a member or members present in person or by proxy holding in aggregate not less than one tenth of the paid up share capital of the company carrying the right to attend and vote at general meetings of th e company at the date of the holding of the meeting, shall be a quorum. 37. If within half an hour from the time appointed for the meeti ng a quorum is not present, the meeting, if c onvened by the requisition of mem bers, shall be dissolved; in any other case it shall stand adjourned to the sa me day in the next week, at the same time and place or to such other day and at su ch other time and place as the directors may determine, and if at the adjourned m eeting a quorum is not present within half an hour from the time appointed for the mee ting, the member or members present sh all be a quorum. 38. The chairman, if any, of the board of directors shall presid e as chairman at every general meeting of the company, or if there is no such ch airman, 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, th e directors present shall ele ct one of their number to be chairman of the meeting. 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 hol ding the meeting, the members present shall choose one of their number to be chairman of the meeting. 40. The chairman may, with the con sent 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 transact ed at any adjourned meeting other than the business left unfinished at the meeting from which the adjournment took place. When a m eeting is adjourne d for thirty days or more, notice of the adjourned meeting shall be given as in the case of an or iginal meeting. Save as aforesaid it shall not be necess ary to give any notice of an ad journed meeting or of the business to be tran sacted at such meeting. 41. At any general meeting a resolution put to the vote of the m eeting shall be decided on a show of hands unless a poll is (before or on the d eclaration of the result of the show of hands) demanded - (a) by the chairman; or (b) by at least three members pres ent 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 conferrin g a 282 CAP. 386.] COMP ANIES right to vote at the meeting bei ng shares on which an aggregate sum has been paid up equal to not less th an one-tenth of the total sum paid up on all the shares confe rring that right. 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: Provided that where a resolution requires a particular majority in value, the resolution shall not be deemed to have been carried on a show o f hands by the required majority unless there be present at that meeting, whet her in person or by proxy, a number of members holding in the aggregate the require d majority as aforesaid. The demand for a poll may be withdrawn 42. Except as provided in regulation 44, if a poll is duly deman ded it shall be taken in such manner as the chair man directs and the result of the poll shall be deemed to be the resolution of the meeting at which the poll wa s demanded. 43. In the case of an equality of votes, whether on a show of ha nds or on a poll, the chairman of the m eeting at which the sho w of hands takes pl ace or at which the poll is demanded, shall be enti tled to a second or casting vote . 44. A poll demanded on the election of a chairman or on a questi on of adjournment shall be taken forthwith. A poll demanded on any ot her question shall be taken at such time as the chairman of the meeting directs, a nd any business other than that upon which a poll has been demanded may be proceeded with pending the taking of the poll. Votes of members 45. Subject to any rights or restrictions for the time being att ached to any class or classes of shares, on a show of hands every member present i n person shall have one vote, and on a poll every me mber shall have one vote for ea ch share of which he is the holder. On a poll votes m ay be given eith er personally o r by proxy. 46. No member shall be entitled to vote at any general meeting u nless all calls or other sums presently payable by him in respect of shares in the company have been paid. 47. No objection shall be raised to the qualification of any vot er except at the meeting or adjourned meeting at w hich the vote objected to is g iven or tendered, and every vote not disallowed at such meeting shall be valid for al l purposes. Any such objection made in due time shall be referred to the chairman of the meeting, whose decision shall be final and conclusive. 48. The instrument appointing a proxy and the power of attorney or other authority, if any, under which it is signed or a notarially cer tified copy of that power or authority shall be deposited at the registered office of the company or at such other place in Malta as is specifi ed for that purpose in the no tice convening the meeting, not less than twenty-four hours before the time for ho lding 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 t he time appointed for the taking of the poll, and in default the instrument of proxy shall not be treated as valid. COMP ANIES [CAP. 386. 283 49. An instrument appointing a proxy shall be in the following f orm or a form as near thereto as circumstances permit:.......................... ............................(name of the company) "I/We.......................................................... ..... of ............................................................ ................................................. residing at ................................................... ...................................................... being a member/members of the a bove-named company, hereby appoi nt ..................................................... 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. Signed this ................ day of ......................... ... 19....... This form is to be used in favour of/against * the resolution. Unless otherwise instructed, the proxy will v ote as he thinks fit.". *Strike out whichever is not desired. Directors 50. The remuneration of the directors shall from time to time be determined by the company in general meeting. Such remuneration shall be deem ed to accrue from day to day. The directors may also be paid all travelling, hote l and other expenses properly incurred by them in atte nding and returning from meeti ngs of the directors or any committee of the directors or general meetings of the co mpany or in connection with the business of the company. 51. 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. Powers and dutie s of directors 52. The directors shall exercise t heir powers subject to any of these regulations, to the provisions of the Act and to such regulations, being not inconsistent with the aforesaid regulations or provisio ns, as may be prescribed by th e company in general meeting; but no regulation made by the company in general meeti ng shall invalidate any prior act of the directors which would have been valid if t hat regulation had not been made. 53. The directors shall have power to appoint any person to be t he attorney of the company for such purposes and with such powers, authorities and discretion (not exceeding those vested in or ex ercisable 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 pro tection and convenience of persons dealing with any such attorney as the di rectors may think fit, and may also authorise any such a ttorney to delegate all or any of the powers, authorities and discretions vested in him. 54. A director shall not vote at a meeting of the directors in r espect of any contract or arrangement in which he is interested, and if he sh all do so his vote shall not be counted, nor shall he be counted in the quorum present a t the meeting, but neither of these prohibitions shall apply to - (a) any arrangement for giving any director any security or indemn ity in 284 CAP. 386.] COMP ANIES respect of money lent by him to or obligations undertaken by hi m for the benefit of the company; or (b) 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 whi ch 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 shar es or debentures of the company; or (d) any contract or arrangement with any other company in which he i s 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, arra ngement or transaction, by the company in general meeting. 55. The directors shall cause minut es to be made in books provid e d f o r t h e purpose - (a) of all appointments of offi cers made by the directors; (b) of the names of the directors present at each meeting of the d irectors and of any committee of the directors; (c) of all resolutions and proceedings at all meetings of the comp any, and of the directors, and of co mmittees of directors. 56. 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. Rotation of Directors 57. At the first annual general meeting of the company all the d irectors shall retire from office, and at the annual general meeting in every subsequent year one- third of the directors for the time being or, if their number i s not three or a multiple of three, then the number nearest one-third, shall retire from office. 58. The directors to retire in every year shall be those who hav e been longest in office since their last election, but as between persons who be came directors on the same day those to retire shall (unless they otherwise agree amo ng themselves) be determined by lot. 59. A retiring director shall be eligible for re-election. 60. The company at the meeting at which a director retires in ma nner aforesaid may fill the vacated office by electing a person thereto. 61. No person other than a director retiring at the meeting shal l unless recommended by the directors be eligible for election to the of fice of director at any general meeting unless not less than three nor more than fourte en days before the date appointed for the meeting th ere shall have been left at th e registered office of the company notice in writing, signed by a member duly qualifie d to attend and vote at the meeting for which such not ice 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. COMP ANIES [CAP. 386. 285 Proceedings of directors 62. The directors may meet togethe r 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 co mpany secretary on the requisition of a director sha ll, at any time summon a meeti ng 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. 63. 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 . 64. 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 di rectors, the continuing directors or director may act for the purpose of inc reasing the number of directors to that number, or of summoning a general meeting of the company, but for no other purpose. 65. The directors may elect a chairman of their meetings and det ermine 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 t he time appointed for holding the same, the directors present may choose one of their number to be chairman of the meeting. 66. 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 va lid and effectual as if it had been passed at a meeting of the directors duly convened and held. Delegation of directors’ powers 67. The directors may from time to time appoint a managing direc tor or a director or directors holding any other executive office or off ices from amongst themselves delegating to him or them any of the powers provided in regulation 70. 68. Each such appointment shall be for such period and on such t erms as the directors think fit, and, subject to the terms of any agreement entered into in any particular case, the directors may revoke such appointment. Any director so appointed shall not, whilst holding that office, be subject to retirement by rotation or be taken into account in determining the rotation or retirement of directors, but his appointment shall be automatical ly determined if he ceases for any reason to be a director. 69. A managing director or director holding any other executive office shall receive such remuneration as the directors, subject to the appr oval of the company in general meeting, may from time to time determine. 70. The directors may delegate to any managing director, or to a ny director holding any other executive office, any of the powers exercisab le by them upon such terms and conditions and with suc h restrictions as they may thi nk fit, and either collaterally with or to the exclusion of their own powers and m ay from time to time revoke, withdraw or vary any of such powers. 71. The directors may also appoint a committee consisting of one of more persons selected from among themselves delegating to it any of their powers. Any such delegation may be made subj ect to any condition or require ment as the directors may impose and may be made either collaterally with or to the e xclusion of their own powers, and the directors ma y from time to time revoke, wit hdraw, alter or vary all or any of such powers. Any such committee shall, subject to any of the said 286 CAP. 386.] COMP ANIES conditions or requirements, regu late its own proceedings, in so far as possible in like manner as if its meetings wer e meetings of the directors. Company Secretary 72. Without prejudice to the provisions of the Act regulating th e appointment and functions of the company secretary, the appointment or repl acement of the company secretary and the conditi ons of holding office shall be determined by the directors. The company secretary shall be responsible for keepi ng: - the minute book of general meetings of the company; - the minute book of meetings of the board of directors; - the register of members; - the register of debentures; and - such other registers and record s as the company secretary may be required to keep by the board of directors. The company secretary shall: - ensure that proper notices are given of all meetings; and - ensure that all returns and oth er documents of the company are prepared and delivered in accordance with t he requirements of the Act. Dividends and reserve 73. The company in general meeting may declare dividends, but no d i v i d e n d shall exceed the amount reco mmended by the directors. 74. The directors may from time to time pay to the members such interim dividends as appear to the direct ors to be justified by the pro fits of the company. 75. The directors may, before recommending any dividend, set asi de out of the profits of the company such sums as they think proper as a rese rve or reserves which shall, at the discretion of the directors, be applicable for an y purpose to which the profits of the company may be properly applied, and pending suc h application may, at the like discretion, either be employed in the business of t he company or be invested in such investments, oth er than shares of the company, as the directors may from time to time think fit. The directors may also without pla cing the same to reserve carry forward any profits which they may think prudent not to divide. 76. Subject to the rights of persons, if any, entitled to shares with special rights as to dividend, all dividends shall be declared and paid accord ing to the amounts paid or credited as paid on the shares in respect whereof the d ividend 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 pai d on the shares during any portion or portions of the period in respect of which the d ividend is paid; but if any share is issued on terms providing that it shall rank for d ividend as from a particular date such share shall rank for dividend accordingly. 77. The directors may deduct from any dividend payable to any me mber all sums of money, if any, presently payable by him to the company on account of calls or otherwise in relation to t he shares of the company. 78. No dividend shall bear int erest against the company. Accounts 79. Subject to the provisions of article 180 of the Act, the dir ectors shall from COMP ANIES [CAP. 386. 287 time to time determine whether and to what extent and at what t imes and places and under what conditions or regulations the annual accounts and ac counting records of the company or any of them shall be open to the inspection of m embers not being directors, and no member, not being a director, shall have any right of inspecting any such account or record or other document of the company except as conferred by law or authorised by the directors or by the company in general mee ting. Capitalisation of profits 80. The company in general meetin g may upon the recommendation o f the directors resolve that it is desirable to capitalise any part o f the amount for the time being standing to the credit of a ny of the company’s reserve ac counts or to the credit of the profit and loss account or otherwise available for distr ibution, and accordingly that such sum be set free for di stribution amongst the members who would have been entitled thereto if distributed by way of dividend and in the s ame proportions on condition that the same be not paid in cash but be applied eith er 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 among st such members in the proportion aforesaid, or partly in the one way and partly in th e other, and the directors shall give effect to such resolution: Provided that a share premium account and a capital redemption reserve may, for the purposes of this regulation, only be applied in the paying up of unissued shares to be issued to members of the comp any as fully paid bonus shares: Provided further that the directors may in giving effect to suc h resolution make such provision by payment in cash or otherwise as they think fi t for the case of shares or debentures becoming distributable in fractions. Notice 81. A notice may be given by the company to any member either pe rsonally 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 the giving of notice to him. Wh ere a notice is sent by post, se rvice of the notice shall be deemed to be effected by prope rly 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 forty-eight hours after the letter contain ing 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. 82. Notice of every general meetin g 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 a n address in Malta for the giv ing of notices to them; and (b) the auditor for the time being of the company. No other person shall be entitle d to receive notices of general meetings. Indemnity 83. Every managing director, director holding any other executiv e office or other director, and every agent, auditor or company secretary a nd 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 f avour or in which he is acquitt ed. 288 CAP. 386.] COMP ANIES 1. The regulations contained in Part I of this Schedule (with th e exception of regulation 14) shall apply. 2. The company is a private company and accordingly - (a) t h e r i g h t t o t r a n s f e r s h a r e s i s r e s t r i c t e d i n a m a n n e r h e r e i n after prescribed; (b) the number of members of the company is limited to fifty; and (c) any invitation to the public to subscribe for any shares or de bentures of the company is prohibited. 3. The directors may, in their ab solute discretion and without a ssigning any reason therefor, decline to register any transfer of any share, whether or not it is a fully paid share. 4. The directors may at any time require any person whose name i s entered in the register of members of the company to furnish them with any information, supported, if the directors so require, by an affidavit, which they may consider necessary for the purposes of determining whether or not the co mpany satisfies the conditions of qualification as an exempt company mentioned in s ub-article (2) of article 211 of the Act. PART II - REGULATIONS FOR THE MANAGEMENT OF A PRIV ATE COMPANY Amended by: XI.2017.17 COMP ANIES [CAP. 386. 289 PART I ADDITIONAL PROVISIONS APPLIC ABLE TO THE ANNUAL FINANCIAL ACCOUNTS OF LARGE UNDERTAKING S, MEDIUM-SIZED UNDERTAKINGS AND CERTAIN OTHER UNDERTAKINGS, WHERE APPLICABLE 1. For the purpose of Chapter X of Title I of Part V and this Sc hedule, the following definitions shall apply: "large groups" means groups consisting of parent and subsidiary undertakings to be included in a consolidation and which, on a consolidated basis, exceed the limits of at least two of the following three criteria on the balance sheet date of the parent undertaking: (i) balance sheet total: twenty-five million euro (€25,000,000) computed net, or thirty million euro (€30,000,000) computed gro ss; (ii) net turnover: fifty million euro (€50,000,000) computed net , or sixty million euro (€60,000,000) computed gross; (iii) average number of employees during the financial year: two hundred and fifty (250); "large undertakings" means undertakings which on their balance sheet dates exceed at least two of the following three criteria: (i) balance sheet total: twenty-five million euro (€25,000,000); (ii) net turnover: fifty million euro (€50,000,000); (iii) average number of employees during the financial year: two hundred and fifty (250); "medium-sized groups" means groups which are not small groups, which consist of parent and subsidiary undertakings to be included in a consolid ation and which, on a consolidated basis, do not exceed the limits of at least two of the following three criteria SECOND SCHEDULE Amended by: IV . 2003.164; L.N. 390 of 2005; IX. 2008.41; L.N. 171 of 2012; L.N. 337 of 2012; Deleted by; V . 2020.38. PART A (Article 90) THIRD SCHEDULE Substituted by: XXXI. 2015.23. Amended by: I.2026.29. (Articles 167 and 171) 290 CAP. 386.] COMP ANIES on the balance sheet date of the parent undertaking: (i) balance sheet total: twenty-five million euro (€25,000,000) computed net, or thirty million euro (€30,000,000) computed gro ss; (ii) net turnover: fifty million euro (€50,000,000) computed net , or sixty million euro (€60,000,000) computed gross; (iii) average number of employees during the financial year: two hundred and fifty (250); "medium-sized undertakings" means undertakings which are not sm all companies, as defined in article 185(1), and which on their balance sheet dates do not exceed the limits of at least two of the following three criteria: (i) balance sheet total: twenty-five million euro (€25,000,000); (ii) net turnover: fifty million euro (€50,000,000); (iii) average number of employees during the financial year: two hundred and fifty (250). Matters applicable to medium -sized and large undertakings 2. (1) Intangible assets shall be written off over the useful eco nomic life of the intangible asset. In exceptional cases where the useful life of goodwill and deve lopment costs cannot be reliably estimated, such assets shall be written off within a maximum period of 10 years. An explanati on of the period over which goo dwill is written off shall be provided within the not es to the financial statements. (2) Where an asset or liability relates to more than one layout item, its relationship to the other item or items shall be disclosed eith er under the item where it appears or in the notes to the accounts, if such disclosure is essential to the comprehension of the individual accounts. Additional disclosures for medi um-sized and large undertakings and public- interest entities 3 . I n t h e n o t e s t o t h e f i n a n c i a l statements public-interest enti ties, large undertakings and medium-sized undertakings shall, in addition t o the information required under other provisions o f this Act and generally accep ted accounting principles and practi ce, disclose informat ion in respect of: (i) the amount and nature of individual items of income or expen diture which are of exceptio nal size or incidence; (ii) the average number of employ ees during the financial year b roken down by categories and, if they are n ot disclosed separately in the profit and loss account, the staff costs relating to the accounting period broken down between wages and salaries, social security costs and pens ion costs. 4. In the notes to the financial statements, medium-sized and la rge COMP ANIES [CAP. 386. 291 undertakings and public-interest entities shall, in addition to the information required under this Schedule and any other provisions of this A ct, disclose information in respect of the following matters: (a) the existence of any participa tion certificates, convertible d ebentures, warrants, options or similar securities or rights, with an indi cation of their number and the rights they confer; (b) the name and registered offi ce of each of the undertakings in which the undertaking, either itself or through a person acting in his ow n name but on the undertaking’s behalf, holds a participating interest, sh owing the proportion of the capital held, the amount of capital and reser ves, and the profit or loss for the latest financial year of the underta king concerned for which financial statements have been adopted; the information concerning capital and reserve and the profit or lo ss may be omitted where the undertaking concerned does not publish its ba lance sheet and is not contro lled by the undertaking; (c) the name, the head or registered office and the legal form of each of the undertakings of which the undertaking is a member having unlimi ted liability; (d) the name and registered office of the undertaking which draws up the consolidated financial statements of the largest body of undert akings of which the undertaking forms part as a subsidiary undertaking; (e) the name and registered office of the undertaking which draws up the consolidated statements of the smallest body of undertakings of which the undertaking forms part as a subsidiary undertaking and whic h is also included in the body of undertaki ngs referred to in sub-paragra ph ( d); (f) the place where copies of the c onsolidated financial statement s referred to in sub-paragraphs ( c) and ( d) may be obtained, provided that they are available; (g) the nature and business purpose of the undertaking’s arrangeme nts that are not included in the balance sheet and the financial impact on the undertaking of those arrangements, provided that the risks or b enefits arising from such arrangements a re material and insofar as the disclosure of such risks or benefits is necessary for the purpo ses of assessing the financial pos ition of the undertaking. Additional disclosures applicable to large undertakings and pub lic-interest entities 5. In the notes to the financial statements, large undertakings and public- interest entities shall, in addition to the information require d under this Schedule and any other provisions of this Act, disclose information in respe ct of the total fees for the financial year charged by each auditor or aud it firm for th e statutory audit of the annual financial statements, and the total fees charged by each auditor or audit firm for other assurance services, for tax advisory services and for other non-audit services: Provided that this requirement shall not apply to the annual fi nancial statements of an undertaking where that undertaking is included within the co nsolidated financial statements required to be drawn up under article 170, provided, however, that such information shall be given in th e notes to the consolidated fin ancial statements. PART II ADDITIONAL PROVISIONS APPLICABLE TO CONSOLIDATED ACCOUNTS 292 CAP. 386.] COMP ANIES The preparation of consolidated financial statements 1. An undertaking which draws up consolidated financial statemen ts shall apply the same measurement bases as are applied in its annual f inancial statements. However, other measurement bases in accordance with generally a ccepted accounting principles and practice may be used in consolidated financial statements. Where an undertaking uses such ot her measurement bases, that fa ct shall be disclosed in the notes to the c onsolidated finan cial statements and reasons given. The notes to the consolidat ed financial statements 2. The notes to the consolidated f inancial statements of large g roups and medium-sized groups shall set out the information required by P art 1 of this Third Schedule, in addition to any other information required under o ther provisions of this Act, in a way which facilitates the assessment of the fina ncial position of the undertakings included in the cons olidation taken as a whole, ta king account of the essential adjustments resulting from the particular characteris tics of consolidated statements as compared to annual financial statements, includin g the following: in disclosing the amounts of emo luments and advances and credit s granted to members of the admini strative, managerial and superv isory bodies, only amounts granted by the parent undertakings to memb ers of the administrative, managerial and supervisory bodies of the pa rent undertaking shall be disclosed. 3. The notes to the consolidated financial statements shall, in addition to the information required under this Act, set out the following info rmation: (a) in relation to undertakings included in the consolidation: (i) the names and registered offices of those undertakings; (ii) the proportion of the capital held in those undertakings, o ther than the parent undertaking, by the undertakings included in the consolidation or by persons acting in their own names but on behalf of those undertakings, and (iii) information as to which of the conditions referred to in s ub- articles (2), (3) and (8) of art icle 2 of this Act following th e application of sub-articles (4), (5) and (6) of the said articl e 2 has formed the basis on which the co nsolidation has been carried ou t. This disclosure may, however, be omitted where consolidation ha s been carried out on the basis of paragraph ( a) of sub-article (2)( a)(i) of article 2 of this Act and where the proportion of the capital and the proportion of the voting rights held are the sa me; (b) The information set out in sub-paragraph ( a) of this paragraph shall be given insofar as it is applicable in respect of undertakings ex cluded from a consolidation on the basis that the effect of their incl usion in the consolidation would be immaterial pursuant to the provisions of s u b - article (3) of article 170, and an explanation must be given fo r the exclusion of the undertakings referred to in sub-article (4) of t h a t article; (c) the names and registered offices of associated undertakings in cluded in the consolidation and the proportion of their capital held by undertakings included in the consolidation or by persons acting in their own names but on behalf of those undertakings; and (d) in relation to each of the undertakings, other than those refe rred to in sub-paragraphs ( a) and ( b), in which undertakings included in the COMP ANIES [CAP. 386. 293 consolidation, either themselves or through persons acting in t heir own names but on behalf of those undertakings, hold a participating interest: (i) the name and registered offices of those undertakings; (ii) the proportion of the capital held; (iii) the amount of the capital and reserves, and the profit or loss for the latest financial year of the undertaking concerned for whic h financial statements have been adopted. The information concerning capit al and reserves and the profit or loss may also be omitted where the undertaking c oncerned does not publish its ba lance sheet. 4. The information required by paragraph 3(a) to (d) may take th e form of a statement filed with the Registrar. The filing of such a statem ent shall be disclosed in the notes to the consolidated fin ancial statements. Such inform ation may be omitted when its nature is such that its disclosure would be seriously prejudicial to any of the undertakings to which it relates and the Registrar agrees that the information need not be disclosed. Any such omission shall be disclosed in the n otes to the consolidated finan cial statements. REPORTS ON PAYMENTS TO GOVERNMENTS AND ON INCOME TAX INFORMATION Part I Report on Payments to Governments 1. For the purpose of this Part of this Schedule, the following definitions shall apply: "undertaking active in the extr active industry" means an undert aking with any activity involving the exploration, prospection, discovery, dev elopment, and extraction of minerals, oil, natural gas deposits or other mate rials, within the economic activities listed in Section B, Divisions 05 to 08 of Annex 1 to Regulation (EC) No. 1893/2006 of the European Parliament and of the Counci l of 20 December 2006 establishing the statistical classification of economic ac tivities NACE Revision 2; "undertaking active in the logging of primary forests" means an undertaking with activities as referred to in Section A, Division 02, Group 02.2 of Annex I to Regulation (EC) No. 1893/2006, in primary forests; "government" means any national, regional or local authority of a Member State or of a third country. It includes a department, agency or unde rtaking controlled by that authority; "project" means the operational activities that are governed by a single contract, licence, lease, concession or simi lar legal agreements and form the basis for payment liabilities with a government. Nonetheless, if multiple such ag reements are substantially interconnected, th is shall be considered a projec t; "payment" means an amount paid, whether in money or in kind, fo r activities, as described in the definitions "undertaking active in the extract ive industry" and "undertaking active in the logging of primary forests", of the following types: Substituted by: XXXI. 2015.24. Amended by: XVIII.2024.20; XVIII.2025.59. FOURTH SCHEDULE (Articles 213A - 213D) 294 CAP. 386.] COMP ANIES (a) production entitlements; (b) taxes levied on the income, production or profits of companies , excluding taxes levied on consumption such as value added taxes , personal income taxes or sales taxes; (c) royalties; (d)d i v i d e n d s ; (e) signature, discovery and production bonuses; (f) licence fees, rental fees, entr y fees and other considerations for licences and, or concessions; and (g) payments for infrastructure improvements; "large undertakings" and "public-interest entities" shall have the same meaning as defined in the Third Schedule a nd article 2 of this Act respect ively. Contents of the report 2. (1) Any payment, whether made as a single payment or as a seri es of related payments, need not be taken into account in the report if it is below EUR 100 000 within a financial year. (2) The report shall disclose the following information in relat ion to activities as described in the definitions "undertaking active in the extr active industry" and "undertaking active in the logging of primary forests" in respe ct of the relevant financial year: (a) the total amount of paymen ts made to each government; (b) the total amount per type of payment as specified in paragraph s ( a) to (g) of the definition "payment" in paragraph 1 of this Schedule m ade to each government; (c) where those payments have been attributed to a specific projec t, the total amount per type of payme nt as specified in paragraphs ( a) to ( g) of the definition "payment" in parag raph 1 of this Schedule, made for each such project and the total amoun t of payments for each such pro ject. Payments made by the undertaking in respect of obligations impo sed at entity level may be disclosed at the en tity level rather than at proje ct level. (3) Where payments in kind are made to a government, they shall be reported in value and, where applicable, in volume. Supporting notes shall be provided to explain how their valu e has been determined. The disclosure of the payments referred to in this Schedule sha ll reflect the substance, rather than the form, of the payment or activity con cerned. Payments and activities may not be artificially split or aggregated to avoid the application of this requirement. Consolidated report on p ayments to governments 3. (1) Any large undertaking or any public-interest entity active i n t h e extractive industry or the logging of primary forests shall dra w up a consolidated report on payments to governments in accordance with this Sched ule if that parent undertaking is under the obligation to prepare consolidated fin ancial statements as laid down in article 170 of the Act. COMP ANIES [CAP. 386. 295 A parent undertaking is considered to be active in the extracti ve industry or the logging of primary forests if a ny of its subsidiary undertaking s are active in the extractive industry or the l ogging of primary forests. The consolidated report shall only include payments resulting f rom extractive operations and, or operations re lating to the logging of primar y forests. (2) The obligation to draw up the consolidated report referred t o in sub- paragraph (1) shall not apply to: (a) a parent undertaking of a small group, as defined in article 1 85(5), except where any affiliated und ertaking is a public-interest en tity; (b) a parent undertaking of a medium -sized group, as defined in th e Third Schedule, except where any group undertaking is a public-intere st entity; and (c) a parent undertaking governed by the law of a Member State whi ch is also a subsidiary undertaking, if its own parent undertaking is governed by the law of a Member State. (3) An undertaking, including a public-interest entity, need not be included in a consolidated report on payments to governments where at least o ne of the following conditions is fulfilled: (a) severe long-term restrictions s ubstantially hinder the parent undertaking in the exercise of its rights over the assets or management of that undertaking; (b) extremely rare cases where the information necessary for the preparation of the consolidated report on payments to governmen ts in accordance with this Schedule cannot be obtained without disproportionate expense or undue delay; and (c) the shares of that undertaking are held exclusively with a vie w to their subsequent resale. The above exemptions shall apply only if they are also used for the purposes of the consolidated finan cial statements. Publication 4. (1) The report referred to in article 213A and this Schedule a nd the consolidated report referred to in paragraph 3 of this Schedule on payments to governments shall be delivered to the Registrar for registratio n within the period allowed by article 183. (2) The directors shall have responsibility for ensuring that, to the best of their knowledge and ability, the report on payments to governments is drawn up and published in accordance with the requirement s of this Schedule. Equivalence criteria 5. Undertakings referred to in article 213A and paragraph 3 of t his Schedule that prepare and make public a r eport complying with third-coun try reporting requirements assessed, as equiva lent to the requirements of thi s Schedule are exempt from the requirements of this Schedule except for the obligatio n to publish this report as laid down in paragraph 4(1) of this Schedule. Part II REPORT ON PAYMENTS ON INCOME TAX INFORMATION 296 CAP. 386.] COMP ANIES Definitions relating to reporting on income tax information 1. For the purposes of this Part of this Schedule, the following definitions shall apply: "consolidated financial statements" means the financial stateme nts prepared by a parent undertaking of a group, in which the asset s, liabilities, equity, income and expe nses are presented a s those of a single economic entity; "standalone undertaking" means an undertaking which is not part o f a group as defined in article 2; "tax jurisdiction" means a State or non-State jurisdiction whic h has fiscal autonomy in respect of corporate income tax; "ultimate parent undertaking" means an undertaking which draws up the consolidated financial statement s of the largest body of undert akings. 2. For the purposes of article 213B "revenue" shall have the sam e meaning as: "net turnover" for undertakings governed by the law of a Member State or by the law of a state which is a member of the European Economi c Area that do not apply international accounting standards adopted on the bas is of Regulation (EC) No. 1606/2002 of the European Parliament and of the Counci l of 19 July 2002 on the application of interna tional accounting standards; or "revenue" as defined by or within the meaning of the financial reporting framework on the basis of which t he financial statements are pr epared, for other undertakings. Content of the report on income tax information 3. The report on income tax information required under article 2 13B shall include information relating to all the activities of the stand alone undertaking or ultimate parent undertaking, including those of all the affiliated under takings consolidated in the financial statements in respect of the relevant financial year. 4. The information referred to in paragraph 3 shall consist of: (a) the name of the ultimate parent undertaking or the standalone undertaking, the financial year c oncerned, the currency used fo r the presentation of the report, and where applicable, a list of all subsidiary u ndertakings consolidated in the financial statements of the ultimate parent u n d e r t a k i n g , i n respect of the relevant financia l year, established in the Unio n or in tax jurisdictions included in Annexes I and II to the Council concl usions on the revised EU list of non-cooperativ e jurisdictions for tax purpos es; (b) a brief description of the nature of their activities; (c) the number of employees on a full-time equivalent basis; (d) revenues, which are t o be calculated as: COMP ANIES [CAP. 386. 297 (i) the sum of the net turnover, other operating income, income from participating interests, excluding dividends received from affiliated undertakings, income from other investments and loans forming p art of the fixed assets, other interest re ceivable and similar income as l isted in Annexes V and VI to the Accounting Directive; (ii) the income as defined by the financial reporting framework o n t h e b a s i s o f w h i c h t h e f i n a n c i a l s t a t e m e n t s a r e p r e p a r e d , e xcluding value adjustments and dividends received from affiliated undert akings; or (iii) for the purposes of this paragraph, the revenues shall inc lude transactions with related parties; (e) the amount of profit or loss before income tax; (f) the amount of income tax accrued during the relevant financial year, which shall be calculated as the current tax expense recognised on taxable profits or losses of the financial year by undertakings and branches in the relevant tax jurisdiction. For the purposes of this paragraph, the current t ax expense shall relate only to the activities of an undertaking in the relevant financial year and shall not include deferred taxes or provisions for uncertain ta x liabilities; (g) the amount of income tax paid on a cash basis, which shall be calculated as the amount of income tax paid during the relevant financial year by undertakings and branches in the relevant tax jurisdiction. For the purposes of this paragraph, taxes paid shall incl ude withholding taxes paid by o ther undertakings with respect to payments to unde rtakings and branches within a group; and (h) the amount of accumulated earnings at the end of the relevant financial year. For the purposes of this paragraph, the accumul ated earnings shall mean the sum of the profits from past financial years and the r elevant financial year, the distribution of which has not yet been decided upon. With regard to branches, accumulated earnings shall be those of the undertakin g which opened the branch. 5. The information listed in paragraph 3 shall be reported on th e basis of the reporting instructions referred to in Section III, Parts B and C, of Annex III to Council Directive 2011/16/EU of 15 February 2011 on administrative coop eration in the field of taxation and repealin g Directive 77/799/EEC. 6. The information referred to in paragraphs 4 and 5 shall be pr esented using a common template and electronic reporting formats which are mach ine-readable, as may be adopted by the European Commission from time to time. 7. (1) The report on income tax information shall present the inf ormation referred to in paragraphs 4 or 5 separately for each Member Sta te and for each state which is a member of the European Economic Area. Where a Member State comprises several tax jurisdictions, the information shall be aggregated at Member State level. Where a state which is a member of the European Economic Area c omprises several tax jurisdictions, the information shall be aggregated at the level of the state which is a member of the European Economic Area. 298 CAP. 386.] COMP ANIES (2) The report on income tax information shall also present the information referred to in paragraphs 4 or 5 separately for each tax jurisd iction which, on 1 March of the financial year for which the report is to be drawn up, is l isted in Annex I to the Council conclusions on the revised EU list of non-cooperative j urisdictions for tax purposes, and shall provide such information separately for eac h tax jurisdiction which, on 1 March of the financial year for which the report is to be drawn up and on 1 March of the preceding financial year, was listed in Annex II to the Cou ncil conclusions on the revised EU list of non-cooperativ e jurisdictions for tax purpos es. (3) The report on income tax information shall also present the information referred to in paragraphs 4 or 5 on an aggregated basis for oth er tax jurisdictions. (4) The information shall be attributed to each relevant tax jur isdiction on the basis of establishment, the existence of a fixed place of busin ess or of a permanent business activity which, given th e activities of the group or s tandalone undertaking, may be subject to income tax in that tax jurisdiction. (5) Where the activities of several affiliated undertakings may b e s u b j e c t t o income tax within a single tax jurisdiction, the information at tributed to that tax jurisdiction shall represent the sum of the information relatin g to such activities of each affiliated undertaking and their branches in that tax jurisdict ion. (6) Information on any particular activity shall not be attribut ed simultaneously to more than one tax jurisdiction. 8. (1) One or more specific items of information otherwise requi red to be disclosed in accordance with paragraphs 4 or 5 may be temporari ly omitted from the report where their disclosure would be seriously prejudicial to the commercial position of the undertakings to which the report relates. Any omission s hall be clearly indicated in the report together with a duly reasoned explanation regarding the reasons therefor. (2) All information omitted pursuant to the first sub-paragraph shall be made public in a later report on income tax information, within no m ore than five (5) years from the date of its original omission. (3) Information pertaining to tax jurisdictions included in Anne xes I and II to the Council conclusions on the revised EU list of non-cooperative j urisdictions for tax purposes, as referred to in para graph 5, shall never be omitted . 9. The report on income tax information may include, where appli cable at group level, an overall narrative provid ing explanations for any mate rial discrepancies between the amounts disclosed pursuant to paragraphs 4(f) and (g), taki ng into account, if appropriate, corresponding amounts concerning the previous fina ncial years. 10. (1) The currency used in the report on income tax information shall be the currency in which the consolidated financial statements of the ultimate parent undertaking or the annual financ ial statements of the standalon e undertaking are presented. This report need not be published in a currency othe r than the currency used in the financial statements. (2) Notwithstanding, in the case mentioned in the first proviso of sub-article (5) of COMP ANIES [CAP. 386. 299 article 213B, the currency used in the report on income tax inf ormation shall be the currency in which the subsidiary undertaking publishes its annu al financial statements. 11. The report on income tax infor mation shall specify whether i t was prepared in accordance with paragraphs 4 or 5. Publication and accessibility 12. The report on income tax information and the statement menti oned in article 213B shall be published within twelve (12) months of the balance sheet date of the financial year for which the re port is drawn up as provided for by each Member State or by the law of a state which is a member of the European Economi c Area in accordance with Articles 14 to 28 of Directive (EU) 2017/1132 of the Europ ean Parliament and of the Council of 14 June 2017 relating to certain aspects of comp any law, and where relevant, in accordance with Ar ticle 36 of the s ame Directive. 13. The report on income tax information and the statement publi shed by the undertakings in accordance with paragraph 12 shall be made acce ssible to the public in at least one of the official langua ges of the Union, free of charg e, not later than twelve (12) months after the balance sheet date of the financial year for w hich the report is drawn up, on the website of: (a) the undertaking, where article 213B(1) or (2) apply; (b) the subsidiary undertaking or an affiliated undertaking, where article 213B(5) applies; or (c) the branch or the undertaking which opened the branch, or an affiliated undertaking, whe re article 213B(6) applies. 14. Undertakings shall deliver the report on income tax informat ion and the statement published by them in accordance with paragraph 12 to the Registrar for registration within fourteen (14) days from such publication, w hich report and statement are to be made accessible to the public in an electronic report ing format which is machine-readable, on the website of the register, and free of c harge to any third party located within the Union. 15. The report referred to in the provisions of article 213B(1), (2), (5), (6), (7) and (8) and, where applicable, the statement referred to in the pro visions of article 213B(5) and (6), shall remain accessible on the relevant website for a minimum of five (5) consecutive years. INDIVIDUAL ACCOUNTS AND DIRECTORS’ REPORT OF AN FIFTH SCHEDULE Amended by: IV . 2003.165; IX. 2008.42; XVI. 2011.59. (Article 169) 300 CAP. 386.] COMP ANIES INVESTMENT COMPANY WITH V ARIABLE SHARE CAPITAL Without prejudice to any requirements laid down by the competen t authority under the Investment Services Act or the Retirement Pensions Act , the individual accounts of an investment company with va riable share capital shall disc lose at least the information specified in the following provisions of this Sched ule. 1. A statement of assets and liabilities showing: - securities; - debt instruments; - bank balances; - other assets; - total assets; - liabilities; - net asset value; - details of accounting a nd valuation policies. 2. The number of units in circulation. 3. The net asset value per unit or share. 4. The composition of the portfo lio, distinguishing at least bet ween: (a) transferable securities admitted to listing on a Maltese regul ated market; (b) transferable securities dealt in on any other regulated market or on any equivalent market in a non-M ember State or non-EEA State; (c) recently issued transfe rable securities; (d) transferable securities not included in the above; (e) debt instruments not included in the above; (f) other investments as applicable. References in sub-paragraph ( c) of this paragraph to recently issued transferable securities are to secur ities the terms of is sue of which includ e an undertaking that an application will be made for admission to listing on a Maltese regulated market or for admission on any other regulated market or on any equivalen t market in a non- Member State or non-EEA State. The portfolio shall be analysed on the basis of economic, geogr aphic, currency or other appropriate criteria, having regard to the investment pol icy of the company. Such analysis shall show the val ue of each category of investme nt as a percentage of net assets and as a percentage o f total assets of the company. Any material changes in the composition of the investment portf olio made during the accounting period shall be stated. 5. A statement or statements of the developments concerning the assets of the company during the accounting period and including the followin g: - income from investments; - other income; - management charges; - depositary’s charges; COMP ANIES [CAP. 386. 301 - other charges and taxes; -n e t i n c o m e ; - distributions and income reinvested; - changes in capital account; - appreciation or depreciation in value of investments; - other changes affecting the value of the assets and liabilitie s of the company. 6. A comparative table covering the last three accounting period s and including, for each a ccounting period, at the end of such perio d, the total net asset value of the company and the net asset value per unit or share. During its first, second and third accounting periods, a compan y shall show the above information for all accounting period s since its registra tion. 7. Details, by category of transaction, of the resulting amount of commitments. References in this paragraph to commitments are to the commitme nts resulting from the use of techniques and instruments for the purposes of efficient portfolio management, including protection against exchange , interest rat es and market risks. CONTENTS OF DIRECTORS’ REPORT 1. The directors’ re port shall contain - (a) particulars of any important ev ents affecting the company or a ny of its subsidiary undertakings which have occurred since the end of th e accounting period; (b) an indication of likely future developments in the business of t h e company and of its subsidiary undertakings; (c) an indication of the activities, if any, of the company and of its subsidiary undertakings in the f ield of research and developmen t; (d) the amount, if any, which they recommend should be paid by way of dividend and the amount, if any, which they propose to carry to reserves; and (e) the existence of branches of the company; (f) in relation to the undertaking’s use of financial instruments and where material for the assessment of its assets, liabilities, financi al position and profit or loss: (i) the undertaking’s financial risk management objectives and policies, including its policy for hedging each major type of forecasted transaction for whic h hedge accounting is used; and SIXTH SCHEDULE Amended by: IV . 2003.166; XXXI. 2015.25; LIV . 2016.5; XVIII.2025.60. (Article 177) 302 CAP. 386.] COMP ANIES (ii) the undertaking’s exposure to price risk, credit risk, liqu idity risk and cash flow risk. 2. The directors’ report shall di sclose the information specifie d in paragraph 3 of this Schedule where in an accounting period shares in a comp any - (a) are purchased by the company or are acquired by it by forfeitu re or surrender or the company otherwi se acquires its own shares; or (b) are acquired by another person in circumstances where the acqu isition is by company’s nominee, or by another with the company financial assistance, the company itself having a beneficial interest; or (c) are made subject to pledge or other privileges, to a hypothec or to any other charge in favour of the company. 3. The information required to be disclosed in the directors’ re port in accordance with the pro visions of paragraph 2 of this Schedule shall consist of the following: (a) the reasons for such tra nsactions or occurrences; (b) the number and nominal value of the shares so purchased, the a ggregate amount of the consideration paid by the company for such shares and the reasons for their purchase or , in the absence of a nominal value, the accountable par of the shares acquired and disposed of during t he financial year and the proportion of the subscribed capital whi ch they represent; (c) in the case of acquisition or dis posal for a value, the consid eration of the shares; (d) the number and nominal value of all the shares acquired and he ld by the company and the proportion of the subscribed capital which they represent; (e) Deleted by Act XVIII.2025. 60. 4. Small undertakings shall be exempted from the obligation to p repare directors’ reports, provided that they shall provide the inform ation referred to in paragraph 2 and paragraph 3( a) to ( c) of this Schedule concerning the acquisition by an undertaking of its own shares to be given in the notes to th e financial statements. 5. Medium-sized undertakings shall be exempted from the obligati on set out in the third paragraph of sub-artic le (2) of article 177 insofar a s it relates to non- financial information. 6. Where a consolidated directors’ report is required in terms o f article 177, the following adjustment to the information required by that articl e and this Schedule shall apply namely that in reporting details of own shares acqu ired, the consolidated directors’ report shall indicate the number and nominal value o f all the parent undertaking’s shares held by that parent undertaking, by subsid iary undertakings of that parent undertaking or by a p erson acting in his own name b ut on behalf of any of those undertakings. The disclosure of these particulars is requ ired in the notes to the consolidated financial statements. 7. Where a consolidated directors ’ report is required in additio n to the directors’ report, the two reports may be presented as a single report. Additional disclosures of non-financial information applicable to certain large undertakings and groups 8. Large undertakings, as referred to in paragraph 1 of the Thir d Schedule, COMP ANIES [CAP. 386. 303 which are public-interest entiti es exceeding on their balance s heet dates the criterion of the average number of 500 emp loyees during the financial yea r shall, in addition to the other requirements of this Schedule, include in the dire ctors’ report a non- financial statement containing information to the extent necess ary for an understanding of the undertaking’s development, performance, po sition and impact of its activity, relating to, as a minimum, environmental, soci al and employee matters, respect for human rights, anti-corruption and bribery matters, including: (a) a brief description of the undertaking’s business model; (b) a description of the policies pursued by the undertaking in re lation to those matters, including due dil igence processes implemented; (c) the outcome of those policies; (d) the principal risks related to those matters linked to the und ertaking’s operations including, where relevant and proportionate, its bus iness relationships, products or services which are likely to cause a dverse impacts in those areas, and how t he undertaking manages those r isks; (e) non-financial key performance indicators relevant to the parti cular business. Where the undertaking does not p ursue policies in relation to o ne or more of those matters, the non-financial statement shall provide a clear and reasoned explanation for not doing so. The non-financial statement referred to in this paragraph shall also, where appropriate, include references t o, and additional explanations of, amounts reported in the annual financial statements. Information relating to impending developments or matters in th e course of negotiation may be omitted in exceptional cases where, in the d uly justified opinion of the directors, the disclosure of such information would be s eriously prejudicial to the commercial position of the undertaking, provided that such omission does not prevent a fair and balanced unde rstanding of the undertaking’s development, performance, position an d impact of its activity. In requiring the disclosure of the information referred to in t his paragraph, undertakings may rely on existing national, Union-based or inte rnational frameworks, and if they do so, undertakings shall specify which frameworks they have relied upon. 9. Undertakings fulfilling the obligation set out in paragraph 8 of this Schedule shall be deemed to have fulfilled the obligation relating to th e analysis of non- financial information set out in sub-article (2) of article 177 . 10. An undertaking which is a subsidiary undertaking shall be ex empted from the obligation set out in paragraph 8 if that undertaking and i ts subsidiary undertakings are included in the consolidated directors’ report . 11. Public-interest entities which are parent undertakings of a large group exceeding on its balance sheet dates, on a consolidated basis, the criterion of the average number of 500 employees during the financial year shall include in the consolidated directors’ report a consolidated non-financial sta tement containing information to the extent necessary for an understanding of the group's development, performance, position and impact of its activity, relating to, as a minimum, environmental, social and employee matters, respect for human r ights, anti- corruption and bribery matters, including: (a) a brief description of the group’s business model; 304 CAP. 386.] COMP ANIES (b) a description of the policies pursued by the group in relation to those matters, including due diligence processes implemented; (c) the outcome of those policies; (d) the principal risks related to those matters linked to the gro up’s operations including, where re levant and proportionate, its bus iness relationships, products or services which are likely to cause a dverse impacts in those areas, and how the group manages those risks; (e) non-financial key performance i ndicators relevant to the parti cular business. Where the group does not pursue policies in relation to one or more of those matters, the consolidated non-fin ancial statement shall provide a clear and reasoned explanation for not doing so. The consolidated non-financial statement referred to in this pa ragraph shall also, where appropriate, include refer ences to, and additional explan ations of, amounts reported in the consolidat ed financial statements. Information relating to impending developments or matters in th e course of negotiation may be omitted in exceptional cases where, in the d uly justified opinion of the directors, the disclosure of such information would be s eriously prejudicial to the commercial position of the group, provided that such omissi on does not prevent a fair and balanced understanding of the group’s development, per formance, position and impact of its activity. In requiring the disclosure of th e information referred to in t his paragraph the parent undertaking may rely on existing national, Union-based o r international frameworks, and if it does so, the parent undertaking shall spe cify which frameworks it has relied upon. 12. A parent undertaking fulfilling the obligation set out in pa ragraph 11 of this Schedule shall be deemed to have fulfilled the obligation relat ing to the analysis of non-financial information set out in sub-articles (2), (5) and (6) of article 177. 13. A parent undertaking which is also a subsidiary undertaking shall be exempted from the obligation set out in paragraph 11 if that ex empted parent undertaking and its subsidiaries are included in the consolidat ed directors’ report, drawn up in accordance with sub-a rticles (5) and (6) of article 177 and this Schedule. COMP ANIES [CAP. 386. 305 Company No: ........................ CONTENTS AND FORM OF ANNUAL RETURN ANNUAL RETURN of ............. ........... ........... ........... ........................................... ............................................................... ......................... (name of the company) Date to which this return is made up: ......................... ............. (being the anniversary of the company’ s date of registration ) 1. Address (Address of the registered office of the company ) SEVENTH SCHEDULE Substituted by: IV . 2003.167; L.N. 425 of 2007.(Article 184) 306 CAP. 386.] COMP ANIES This form must be comp leted in BOLD TYPE FORM 2. Summary of Share Capital All euro amounts are to be preced ed by the symbol €. Symbols us ed for other currencies are to be indi cated (where applicable). Currency Symbol ......................................... ..................... .................... ......................................... ..................... .................... ......................................... ..................... .................... ......................................... ...................... ................... (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 Number Class Number of shares of each class taken up to the date of this return (which number must agree with the total shown on the list as held by existing members). ....................... ....................... ....................... ....................... ....................... ...................... shares ...................... shares ...................... shares ...................... shares ...................... shares COMP ANIES [CAP. 386. 307 Number of shares of each class issued as partly paid up and extent to which each such share is so paid up. issued as paid up to t he extent of .............. per share .................... ................... shares issued as paid up to the extent of .............. per share .................... ................... shares issued as paid up to t he extent of .............. per share .................... ................... shares issued as paid up to t he extent of .............. per share .................... ................... shares Total number of shares of each class forfeited. Number ...................... ...................... ...................... ...................... Class .................................. shares .................................. shares .................................. shares .................................. shares Total amount paid, if any, on shares forfeited. ........... .............. ................... ...................... 3. List of Past and Present Members List of persons holding shares or stock in the company on the d ate to which this return is made up, and of persons who have held shares or stock therein at any time since the date of the last retur n, or in the case of the first return, of the registration of the company. Folio in register ledger containing particulars Names Addresses (in the case of a body corporate, its registered office) Account of Shares Remarks Number of shares held b y e x i s t i n g members at the date of return*§ Particulars of shares transferred or transmitted causa mortis since the date of the last return, or, in the case of the first return, of the registration of the company by (a) persons who are still members and (b) persons who have ceased to be members** Number § Date of registration or transfer (a)( b) 308 CAP. 386.] COMP ANIES 3. List of Past and Present Members (cont. sheet ) COMP ANIES [CAP. 386. 309 * The aggregate number of shares he ld by each member shall be st ated, and the aggregates shall be added up so as to agree with the number of the shares stated in the Summary of Share Capital and Debentures to have been taken up. § When the shares are divided into different classes these colum ns should be sub-divided so that the number of each class held, transferred or transmitt ed causa mortis , may be shown separately. Where any shar es have been converted into sto ck the amount of stock held by each member shall be shown. ** The date of registration of each transfer or transmission causa mortis shall be given as well as the number of shares transferred or transmitted causa mortis on each date. The particulars shall be placed oppos ite the name of the transferor and not opposite that of the transferee, but the name of t he transferee may be inserted in the "Remarks" column immediately opposite the particulars of each transfer. (The wor d "transferor" shall mean the deceased and the word "trans feree" shall mean the heir or l egatee, in the case of transmission causa mortis ). 4. Particulars of Directors Particulars of the persons who ar e directors of the company at the date of this return. 5. Particulars of Company Secretary Particulars of the person who is company secretary of the compa ny at the date of this Name (in the case of an individual, name or names and surname. In the case of a body corpo- rate, the corporate name) Nationality Usual residential address (in the case of a body corporate, the registered office) 310 CAP. 386.] COMP ANIES return. Signed ................................... Director / Company Secretary CONVERSION RULES APPLICABLE ON A CHANGE IN THE CURRENCY IN WHICH THE SHARE CAPITAL OF A COMPANY IS EXPRESSED AND THE CORRESPONDING PRESENTATION CURRENCY Interpretation 1. In this Schedule, unless the context otherwise requires - "Presentation currency" shall m ean the currency used in present ing the annual accounts in accordance with the provisions of article 18 7. On a change in the presentation currency conseque nt to a change in the currenc y in which the share capital of a company is ex pressed which is effected in ac cordance with the provisions of article 186, the term "original presentation curr ency" shall refer to the presentation currency in operation before the change; and t he term "new presentation currency" shall refe r to the presentation currency applicable following the change, and in the case of the change taking plac e i n t h e f i r s t accounting period, to the presenta tion currency which would hav e been used had such change not taken place. "Exchange rate" means the ratio at which the currencies of two countries are exchanged at a parti cular point in time. "Spot rate" means the middle exch ange rate on a particular day for the 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 r egistered or principal office) Amended by: XV . 2007.15; IX. 2008.43. EIGHTH SCHEDULE (Article 186) COMP ANIES [CAP. 386. 311 exchange of curren cies on that day. "Closing rate" means the spot rate that exists at the balance s heet date which immediately precedes the accountin g period to which the change in presentation currency applies. General rule 2. (1) The company’s share capital, its share premium account whe n applicable, and its reserves shall be converted from the origin al presentation currency to the new presentation currency in accordance with th e rules set out in paragraphs 3 and 4 of this Schedule. (2) All other items in the compan y’s annual accounts, including comparative figures where applicable, shall be presented in the new present ation currency in accordance with generally accepte d accounting principles and pr actice. Conversion rules for share capital and share premium 3. (1) The called-up share capital a n d t h e b a l a n c e o n t h e s h a r e premium account shall be converted at the exchange rate or rates applic able on the respective date or dates when the shares in question were issued by the co mpany. (2) The amount which is still uncalled on any shares issued by t he company shall be converted at the exchange rate or rates applicable on the respective date or dates when the shares in ques tion were issued by the company. (3) The nominal value per share in the new presentation currency s h a l l b e calculated by taking the aggregate of the called-up share capit al converted as set out in sub-paragraph (1) of this paragraph and the uncalled amount, if any, on any shares issued by the company converted i n accordance with sub-paragrap h (2) of this paragraph, and dividing this aggregate amount (the issued share capital) by the number of shares in issue: Provided that where there exists - (a) preference shares or different classes of preference shares; o r (b) different classes of ordinary shares and where the nominal val ue per share varies between one class and the other, the conversion of the nominal val ue per share to the new presen tation currency shall be carried out separately for the ordinary shares and the prefe rence shares, or for each class of ordinary and prefer ence shares in so far as the n ominal value per share varies between one class and th e other, as the case may be. (4) The authorised share capital of the company shall be convert ed by taking the aggregate of - (a) the aggregate amount referred to in sub-paragraph (3) of this paragraph (the converted issued share capital); and (b) the amount of the authorised share capital, which has not yet been issued, converted from the original share capital at the closin g rate. Conversion rules for reserves 4. (1) Reserves created out of profits, including retained profit s, and accumulated losses shall be conve rted at the average annual exc hange rate or rates pertaining to the accounting period or periods during which the profits and losses from which such reserves or accumu lated losses originated were earned or incurred. 312 CAP. 386.] COMP ANIES (2) Reserves which were not created out of profits shall be conv erted at the exchange rate or rates applicable on the date or dates when suc h reserves were created. Presentation currency conversion difference 5. Where following conversion to t he new presentation currency a presentation currency conversion difference ari ses, this is not to be recogn ised in the company’s profit and loss account but is to be recognised as a separate c omponent of equity, and is to be considered as an unrealis ed gain or as a realised loss as applicable. Disclosure 6. In the first annual accounts fo llowing the conversion, the no tes shall include full details of the method of conversion and the exchange rates used for the company’s share capital, its shar e premium account when applica ble, and its reserves. EXPLANATION OF EXPRESSIONS USED IN SUB-ARTICLE (2) OF ARTICLE 2 OF THIS ACT AND PROVISIONS SUPPLEMENTARY THERETO Voting rights in an undertaking 1. ( a) References to voting rights in an undertaking are to the right s conferred on shareholders in respect of the ir shares or, in the case of a n undertaking not having a share cap ital, on members, to vote at general meetings of the undertaking on all, or substantially all, matte rs. (b) References to directors shall be taken to include references t o persons entrusted with the administration of undertakings not having di rectors and references to the board of directors shall be taken to incl ude the equivalent body in such undertakings. 2. In relation to an undertaking which does not have general mee tings at which matters are decided by the exercise of voting rights, the refer ences to holding a majority of the voting rights in the undertaking shall be const rued as references to having the right under the constitution of the undertaking to d irect overall policy of the undertaking or to alter th e terms of its constitution. Rights to appoint or remove a majority of the directors 3. Reference to the right to appoint or remove a majority of the board of directors is to the right to appoint or remove directors holdin g a majority of the Amended by: IV . 2003.168. NINTH SCHEDULE (Article 2) COMP ANIES [CAP. 386. 313 voting rights at meetings of the board on all, or substantially all, matters. 4. An undertaking shall be treated as having the right to appoin t to a directorship if - (a) a person’s appointment to it fo llows necessarily from his appo intment as director of the undertaking; or (b) the directorship is held by the undertaking itself. 5. The right to appoint or remove which is exerci sable only with the consent or concurrence of another person shall not be taken into account u nless no other person has a right to appoint or, as the case may be, to remove in rel ation to that directorship. Right to exercise dominant influence 6. An undertaking shall not be regarded as having the right to e xercise a dominant influence over another undertaking unless it has a rig ht to give directions with respect to the operating and financial policies of that ot her undertaking which its directors are obliged to comply with, whether or not those directions are for the benefit of that ot her undertaking. Rights exercisable only in certain circumstances 7 . R i g h t s w h i c h a r e e x e r c i s a b l e only in certain circumstances sh all be taken into account only - (a) when the circumstances have arisen, and for so long as they co ntinue to exist; or (b) when the circumstances are within the control of the person ha ving the rights. 8. Rights which are normally exercisable but which are temporar ily incapable of exercise shall continue t o be taken into account. Rights held by one person on behalf of another 9. Rights held by a person in a fiduciary capacity shall be trea ted as not held by him. 10. Rights held by a person as nominee for another shall be trea ted as held by the other. 11. Rights shall be regarded as held by a person as nominee for another if they are exercisable on that other’s instructions or with his consen t or concurrence. Rights attributed to parent undertaking 12. Rights shall be treated as held by a parent undertaking if they are held by any of its subsidi ary undertakings. Disregard of certain rights 13. The voting rights in an undertaking shall be reduced by any rights held by the undertaking itself. 14. The voting rights in an undertaking shall be reduced by any rights attaching to shares - (a) held by way of security, provided that the rights in question are exercised in accordance with the instructions received; or (b) held in connection with the granting of loans as part of norma l business activities, provided that the voting rights are exercised in th e interests of 314 CAP. 386.] COMP ANIES the person providing the security. PART I - REGULATIONS FOR PARTNERSHIPS EN COMMANDITE OR LIMITED PARTNERSHIPS Interpretation. 1. (1) In this Schedule, unless the context otherwise requires, t he following expressions have the meanin g hereby assigned to them - "the Act" means th e Companies Act; "base currency" means the currency in which a class of shares o f a Share Capital Limited Partnership is denominated; "competent authority" means the competent authority within the meaning of and appointed for the purposes of the Investment Services Act; "currency" means, in addition to the euro, any convertible curr ency in terms of article 186 of this Act; "fractional share" means a fraction of a whole share in any cla ss of shares issued by a Share Capital Limited Partnership; "insolvent" and cognate expressions, in respect of the Limited Partnership, shall be construed in accordance with paragraph 25(6); "Limited Partnership" means a partnership en commandite or limi ted partnership falling within the scope of appl ication of this Schedule as per paragraph 2 below and, unless otherwise expressly stated or the context otherwise requires, it includes both a Share Capital Limited Partnership and a Non-Share Capita l Limited Partnership; "Multi-Class Limited Partnershi p" means a Share Capital Limited Partnership within the terms of paragraph 36; "Multi-Fund Limited Partnership" means a Limited Partnership wi thin the terms of paragraph 37; "Non-Share Capital Limited Partnership" means a Limited Partner ship the capital of which is not divided into shares; "Partnership Deed" means the ag reement/s in writing of the part ners as to the affairs of the Limited Partnership and the conduct of its busin ess, as the same may be amended from time to time as provided in paragraph 10; Added by: IV . 2003.171. Amended by: XIII. 2004.107; XII. 2006.74; L.N. 425 of 2007; IX. 2008.44; L.N. 561 of 2010. Substituted by: L.N. 478 of 2014. Amended by: I.2026.31. TENTH SCHEDULE (Article 66A) Partnerships en commandite or Limited Partnerships COMP ANIES [CAP. 386. 315 "Partnership Registration Docume nt" means the do cument delivere d to the Registrar for registration as referred to in paragraph 7(3); "partnership interest" or "interest of a partner in the Limited Partnership" and cognate expressions, means the to tality of the rights, duties a nd obligations of a partner in a Limited Partnership, including a partner’s capital contribution, the right to share in the profits and losses of the Limited Partnership a nd the right to receive distributions of assets of the Limited Partnership; "Share Capital Limited Partners hip" means a Limited Partnership the capital of which is divided into shares; "solvent" and cognate expressions, in respect of the Limited Pa rtnership, shall be construed in accordance with paragraph 25(6); "sub-fund" means the distinct class or classes of shares consti tuting that sub-fund in a Multi-Fund Limited Partnership to which are allocated asse ts and liabilities distinct from other assets and liabilities allocated to other s ub-funds in the same Multi-Fund Limited Partnership; "Variable Capital Limited Partne rship" means a Share Capital Li mited Partnership with variable share capital with in the meaning of paragraph 35. (2) Unless otherwise defined herein or the context otherwise req uires, words and expressions used in this Schedule shall have the same meani ng as is assigned to them in article 2(1) of the Act. (3) Furthermore, the provisions of article 2(2) of the Act, with the exception of paragraph ( d) thereof, and the provisions of article 2(3) and article 3 of the Act shall, to the extent they are stated to be applicable to a partnership en commandite or limited partnership or to commerc ial partnerships in general, a pply to a Limited Partnership within the meaning of this Schedule. Scope of application. 2. (1) The provisions of this Schedule shall apply only to partne rships en commandite or limited partnerships within the meaning of articl e 66A(1) of this Act, and in particular it shall apply to - (a) a partnership en commandite or limited partnership the capital of which may or may not be divided into shares, which in the Partnership Deed expressly limits its object to the collective investment of its funds in securities and in other movable and immovable property, or in a ny of them, with the aim of giving the partners the benefit of the re sults of the management of its funds, and to matters ancillary or incidental thereto, and which qualifies as a collective investment scheme and is du ly licensed, recognised, exempted or otherwise regulated in terms of the Investment Services Act: Provided that the term "unit" as defined in article 2(1) of the Investment S e r v i c e s A c t s h a l l , f o r t h e p u r p o s e s o f t h i s S c h e d u l e , b e i n t e rpreted broadly to encompass all forms of partnership interest, and sha ll not be limited to interests in partnerships en commandite or limited partnerships that are structured as unitised funds; (b) a partnership en commandite or limited partnership, the capital of which may or may not be divided into shares, which in the Partnership Deed expressly limits its objects to any other purpose as may be pre scribed in this Schedule or as the Minister may from time to time prescrib e by regulations. 316 CAP. 386.] COMP ANIES (2) Notwithstanding what is provided in sub-paragraph (1) above, one or more particular provisions of this Schedule may be expressly stated by this Schedule or by regulations made by the Minister not to apply to one or more ca tegories of Limited Partnerships set out in sub-paragraph (1)(a) or (b) above, and in such case the said provisions shall not apply to suc h category or categories of Li mited Partnerships. Application of Part II of the Act. 3. (1) The provisions of Part II of the Act shall, to the extent applicable to a partnership en commandite or limited partnership, also apply to a Limited Partnership under this Schedule , save as otherwise provided bel ow - (a) the provisions of article 4(2) t hereof shall be read and const rued and shall apply as if the reference therein to "one or more acts of t r a d e " were, in respect of such Limited Partnership, a reference to "t he objects specified in the deed of partners hip in terms of and as permitt ed by article 66A, the Tenth Schedule and, or regulations issued by t he Minister from time to time"; and (b) the provisions of article 6(4) shall not apply to such Limited Partnership. Formation of Limited Partnership. 4. (1) A Limited Partnership may b e formed by two or more partner s, at least one of which shall be a general partner and at least one of whi ch shall be a limited partner, shall have a separate legal personality, shall operate under a partnership name, shall have a capital which may or may not be divided into shares, and shall additionally be constituted and b e registered as provided in th is Schedule. (2) A Limited Partnership shall have a legal personality separat e and distinct from that of its partners, and shall accordingly be the subject of rights and obligations, be capable of owning and holding property under an y title at law and of suing and being sued, in its own name, and such legal personali ty shall continue until such time as the name of the Lim ited Partnership shall be struc k off the register, whereupon the Limited Partne rship shall cease to exist. Constitution of Limited Partnership. 5. (1) A Limited Partnership shall consist of: (a) one or more general partners who - (i) are admitted to the Limited Partnership as general partners in accordance with the Partnership Deed; (ii) shall be jointly and severally liable for all debts of the Limited Partnership without limitation, provided that no action shall l ie against any of the general partn ers unless the property of the partnership has first been discussed; and (iii) each of whom shall satisfy s uch eligibility and other crit eria and requirements as are applicable t o i t , i f a n y , i n t e r m s o f t h e Investment Services Act and Inves tment Services Rules issued by the competent authority under a nd within the meaning of the sai d Act and, or in terms of th e Partnership Deed; and (b) one or more limited partners who - (i) are admitted to the Limited Partnership as limited partners in accordance with the Partnership Deed; COMP ANIES [CAP. 386. 317 (ii) upon entering the Limited Partnership, contribute, or agree t o contribute to the capital t hereof a specified sum; (iii) subject to paragraphs 6(5), 15(2), 16(1) and 25(2), shall not be liable for any debts of the Li mited Partnership beyond the amou nt so contributed or agreed to be contributed and not yet paid; an d (iv) satisfy such eligibility and other criteria and requirement s as are respectively applicable to them, if any, in terms of the Invest ment Services Act and Investment Services Rules issued by the competent authority under and w ithin the meaning of the said Ac t and, or in terms of th e Partnership Deed. (2) Any person (including, without limitation, a limited liabili ty company) may be a partner (whether general or limited) in a Limited Partners hip. (3) The contribution of a limited partner may be satisfied by th e provision of cash or other propert y capable of economic a ssessment but may n ot consist of future services or undertakings to perform work or supply services; an d where property other than cash is so provided, the value of the property shall be deemed to be its fair market value at the time of its transfer to the Limited Partner ship. (4) An agreement to pay a share o f the profits of a Limited Part nership to a person in total or partial remuneration for his services shall not, of itself, make him a partner. Partnership name. 6. (1) Subject to the provisions of sub-paragraphs (3) and (4), a Limited Partnership may be designated by any name, but such name shall end with the words "Limited Partnership" or its abbreviation "LP" or "L.P.". (2) No person carrying on any business in Malta, other than a Li mited Partnership registered under this Schedule or a partner therein , shall in any way or manner describe itself or himself or so hold itself or himself out or reasonably be understood to indicate, or use any name which indicates or may reasonably be understood to indicate that it or he is, or is carrying on busi ness as, a Limited Partnership registered under this Schedule or, as the case may be, a partner therein. Without prejudice to the aforesaid, an undertaking which is val idly registered under the laws of a country other than Malta with a name which includ es "Limited Partnership" or its abbreviation "LP" or “L.P.”, or a partner t herein, who lawfully carries on business in Malta, shall not be deemed to be in brea ch of this sub- paragraph (2) simply by reason of the fact that it uses and car ries on such business under the name by which such undertaking is so validly register ed in its country of registration or, as the case may be, describes himself as a par tner in such undertaking with such name. (3) A Limited Partnership shall n ot be registered by a name whic h - (a) is the same as the name of anot her commercial partnership or s o nearly similar as in the opinion of th e Registrar it could create conf usion; or (b) is in the opinion of the Regist rar offensive or otherwise unde sirable; or (c) has been reserved for registrati on for another commercial part nership by notice in writing to the Registr ar given not more than three mo nths before the date of the second request: Provided that the Registrar shall notify any refusal under this sub-paragraph without delay to the person requesting the registration. 318 CAP. 386.] COMP ANIES Provided further that in applying sub-paragraph (3)( b), the Registrar shall have regard to the business or proposed business of the Limited Partnership and to the protection of the names of individuals who are not connecte d in any way with the Limited Partnership. (4) The name of a limited partner or a distinctive part thereof may not form part of the name of the L imited Partnership. (5) A limited partner who knowingly allows his name or a distinc tive part thereof to be used in the name o f a Limited Partnership shall b e liable as a general partner to any person who extends credit to the Limited Partner ship without knowledge that the limited part ner is not a general partner. (6) A person who contravenes the provisions of sub-paragraph (2) shall be liable to a penalty. (7) Any person who makes use of a name falsely implying the exis tence of a Limited Partnership shall be liable to a penalty. Partnership Deed and Partner ship Registration Document. 7. (1) A Limited Partnership shall not be validly constituted unl ess a Partnership Deed is entered into and signed as provided in this Schedule and unless a Partnership Registration Document is duly delivered to the Regi strar and a certificate of registration is i ssued by the Registrar under th is Schedule in respect thereof. (2) The Partnership Deed shall be in writing and shall be signed by at least the first general partner and the first limited partner. (3) A Partnership Registration Document signed by the first gene ral partner or (if more than one) by the first general partners shall be delivered to the Registrar for registration, which shall state the following matters, as provi ded in the Partnership Deed, and for the avoidance of doubt the matters indicated in s ub-paragraph (3)( a) to (g) below shall also be expressly stated in the Partnership Deed: (a) the name and residence of the general partner or (if more than one) of each of the general partners; (b) the name of the Limited Partnership; (c) the registered office in Malta of the Limited Partnership; (d) the objects of the L imited Partnership; (e) whether the capital of the Lim ited Partnership is or is not di vided into shares, and (i) in the case of a Share Capital Limited Partnership with fixe d share capital, a statement of the fact that the Limited Partnership h as a fixed share capital, the nominal (authorized) share capital of the Limited Partnership, and where applicable an indication that th e capital is or is capable of being divided into different classe s of shares; (ii) in the case of a Variable Capital Limited Partnership, a st atement of the fact that the Limited Partnership has a variable share capital, and where applicable an indication that the capital is or is capable of being divided into different classes of shares, and the matters indicated in paragraph 35(2) and, or where applicable paragraph 38(4); COMP ANIES [CAP. 386. 319 (iii) in the case of a Multi-Cla ss Limited Partnership, a statem ent that the different classes of shares into which the capital is or is capable of being divided shall not constitute distinct sub-fund s of the Limited Partnership; and (iv) in the case of a Multi-Fund Limited Partnership, a statemen t that the different classes or groups of classes of shares into which the capital is or is capable of being divided shall constitute dist inct sub-funds of the Limited Partner ship as may be provided for in the Partnership Deed, without prejudice to the proviso to paragraph 37(1); (f) where applicable, in the case of a Multi-Fund Limited Partners hip, the election referred to in paragraph 38(1); (g) the period, if any, fixed for the duration of the Limited Part nership, and where no such period is fixed, a statement to that effect; and (h) a declaration that the Partner ship Deed has been entered into and signed as provided in this Schedule. The Partnership Deed may (optionally) also provide for any of t he following matters, in which case such matters shall also be stated in the Partnership Registration Document to be deliv ered to the Registrar for regi stration: (i) it may specify whether the administration and representation o f t h e Limited Partnership is to be exercised by the general partners jointly or severally, and unless so specified, such administration and representation shall be exercised severally as provided in para graph 11(1); and, or (ii) it may expressly provide for the extension of the period, i f any, fixed for the duration of the Limited Partnership. (4) Upon receipt of the Partnershi p Registration Document, the R egistrar, upon being satisfied that it complies with the requirements of this Schedule, shall register it. (5) To the extent so provided in the Partnership Deed, the Partn ership Deed shall be binding upon the partners and their assigns and upon s ubsequent partners in the same manner as if those pers ons had themselves executed the same. Duty of Registrar and ef fects of registration. 8. (1) On the registration of the Partnership Registration Docume nt and the payment of the fees prescribed under article 66A(3)(d) of this Act, the Registrar shall certify under his hand that the Limited Partnership is re gistered and the Limited Partnership shall come into existence and shall be authorised t o commence business under its name as from the date of the certificate. (2) A certificate of registration given in respect of a Limited Partnership is conclusive evidence that the requirements of this Schedule in r espect of registration have been complied with and that the Limited Partnership has co me into existence and is duly registered under this Act. (3) The registration of a Limited Partnership by the Registrar u nder this paragraph 8 shall be without prej udice to any other licence or other authorisation as may be required in respect of the activities to be carried on b y the Limited Partnership under any other law. Where certificate of regis tration is not issued. 320 CAP. 386.] COMP ANIES 9. (1) All persons carrying on bus iness under a name falsely impl ying the existence of a Limited Partnersh ip or carrying on business or e ntering into agreements in the name of or on behalf of a Limited Partnership in respect of which a certificate of registration has not been issued under this Sc hedule, shall, unless otherwise agreed, be personally and jointly and severally liabl e for their dealings with third parties so e ntered into by them. (2) Failing agreement to the contr ary, the persons referred to i n sub-paragraph (1) shall have, as against one another and in respect of the as sets and liabilities arising out of the business carried on as provided in the said sub-paragraph (1), the rights and obligations of joint owners. Changes in Partnership Deed a nd notification of changes. 10. (1) Unless otherwise provided in the Partnership Deed, any al teration or addition to the Partnership Deed m ay only be made with the unan imous consent of the partners, provided that, unless otherwise provided in the P artnership Deed, an alteration consisting in a change of the registered office in M alta of the Limited Partnership, shall require only the consent of the general part ners vested with the administration or representati on of the Limited Partnership. (2) The Limited Partnership shall deliver to the Registrar for r egistration a return of any change in any of t he matters contained in the Par tnership Registration Document set out in paragraph 7(3) within fourteen days from th e happening thereof, specifying the date of the cha nge and details of the change. (3) Where the change in the Partnership Deed consists of the rep lacement of a general partner by a new general partner or the appointment of any additional general partner, the return to be delivered to the Registrar un der sub-paragraph (2) shall specify the name and reside nce of the new general partner . (4) Any alteration or addition to the Partnership Deed in respec t of any of the matters set out in paragraph 7(3) shall not take effect with re spect to third parties, unless and until it is registere d as provided in sub-paragraph (2). (5) Where the extension of the period, if any, fixed for the dur ation of a Limited Partnership is expressly provided for in the Partnership Deed a nd stated in the Partnership Registration Document, the Limited Partnership shal l, notwithstanding that provision in the Partnership Deed, deliver a notice of ext ension of the period of duration to the Registrar for registration, and any such extens ion, whether expressly provided for in the Partnership Deed or otherwise, shall not ta ke effect unless and until the said notice is delivered to the Registrar and is regi stered by him, and unless such delivery takes place at least fifteen d ays before the date so fixed. (6) If default is made in complying with the provisions of sub-p aragraph (2) or sub-paragraph (5), every general partner who is in default shal l be liable to a penalty, and, for every day during which the default continues, to a fur ther penalty. (7) Where a Limited Partnership changes its name under the provi sions of sub- paragraph (2), the Registrar sha ll enter the new name on the re gister in place of the former name and shall issue a certificate of registration alter ed to meet the circumstances of the case: Provided that the provisions of paragraph 6 shall apply to the registration of such new name. Administration and representation. 11. (1) The administration and repr esentation of a Limited Partne rship shall COMP ANIES [CAP. 386. 321 vest in the general partners, and unless the Partnership Deed a nd the Partnership Registration Document otherwise provide, such administration an d representation shall vest in each of the ge neral partners severally: Provided that, without prejudice to sub-paragraphs (3) to (6) o f paragraph 12, the Partnership Deed may contain provisions relating to the man ner in which the representation of the Limited Partnership is to be exercised by the general partners, including restrictions on the po wers of representation of any g eneral partner, and the Partnership Deed may also provide that the limited partners sha ll have the right to participate in decisions relating to the vesting or removal of powers of administration and representation of the Limited Partnership in or from the general partners: Provided further that, without prejudice to the joint or severa l powers of administration and representation of the general partners as pr ovided above in sub- paragraph (1), the said general partners vested with the admini stration and representation of the Limited Partnership may by power of attor ney authorise any one of the general partners or a ny other person, including a li mited partner, to represent the Limited Partnershi p in any particular case or cas es and, or for any particular purpose or purposes. (2) Legal proceedings by or agains t a Limited Partnership (inclu ding proceedings to enforce a foreign judgment or arbitral award by or against the Limited Partnership) may only be instituted by or against, and generally the judicial representation of the Limited Part nership shall vest in, the ge neral partners vested with the administration and representation of the Limited Partn ership; and, subject to the provisions of sub-paragraphs (3) and (4), no limited partne r shall be a party to or named in such proceedings or exer cise such judicial representat ion; in all cases without prejudice to the provisos to sub-paragraph (1). (3) The provisions of sub-paragraph (2) are without prejudice to the right of any person to join or othe rwise institute pro ceedings against a lim ited partner - (a) who is liable for any debt of the Limited Partnership pursuant t o paragraphs 6(5), 15(2) or 16(1); or (b) to obtain payment of his contribution or repayment of any amou nt pursuant to par agraph 25(2). (4) A limited partner may, with leave of the court applied by me ans of an application, institut e proceedings on beha lf of a Li mited Partn ership if - (a) the general partners have, w ithout good cause, failed or refus ed to do so; and (b) the failure or refusal is oppr essive to the limited partner or is prejudicial to his interests as a limited partner. How Limited Partnership may be bound. 12. (1) A Limited Partnership may not be bound in favour of third parties except by a partner acting under t he name of the Limited Partne rship and having the representation of the Limited Partnership either by virtue of t he Partnership Deed and as stated in the Partnership Registration Document or by op eration of law, including by virtue of a power of attorney as referred to in th e second proviso to sub- paragraph (1) of paragraph 11. (2) Where any such partner has act ed as aforesaid , the Limited P artnership shall 322 CAP. 386.] COMP ANIES be bound even though it derives no benefit. (3) Notwithstanding anything contained in the Partnership Deed r elating to the manner in which the representa tion of the Limited Partnership i s to be exercised, anything done by the partners vested with the administration an d representation of a Limited Partnership which exceed s the limits of their authority or by any partner vested with such administration and representation which is bey ond his powers, shall be binding on the Limited Partnership unless that act exceeds t he powers granted to the partners vested with the administration and representation or to such partner so vested, as the case may be, by virtue of this Schedule. (4) Any limitation on the powers of the partners vested with the administration and representation of a Limited Pa rtnership or of any such part ner shall not be relied on as against third parties independently of whether that limit ation, published or not, arises from the Partne rship Deed or from a decision of the part ners. (5) Where an act of the Limited Partnership falls outside the Li mited Partnership’s objects, the Limited Partnership shall not be bou nd if it proves that, when the act was done, the third party knew that it was outside the Limited Partnership’s objects or the third party could not in view of t he circumstances have been unaware thereof: Provided that the publication of the Partnership Registration D ocument and of any subsequent changes to the matters stated therein shall n ot in itself be sufficient to prove that the third party knew, or could not hav e been unaware, that the act was outside the Limit ed Partnership’s objects. (6) Notwithstanding the provisions of this Schedule or of the Pa rtnership Deed relating to the formalities of the appointment of a partner ves ted with the administration and representation of a Limited Partnership and to his qualification, any irregularity concerning the appointment of such a partner r aised after the completion of the publication of his appointment shall not be r elied upon by the Limited Partnership as against third parties unless the Limited Partnership proves that such parties were aware of the irregularity at the relevan t time. Third parties who were not aware of such irregularities at the relevant time may rely on that irregularity as against the Limited Partnership. Acts required to be done by the Limited Partnership. 13. Any return, notice or other communication to the Registrar r equired to be delivered or made by a Limited Partnership under any provision of this Schedule shall be deemed to be required to be done by the partners veste d with the administration and representation of the Limited Partnership, a nd where and for so long as there are no g eneral partners in the Limited Partnershi p capable or willing to act within the prescribed time fo r delivery or making of such r eturn, notice or other communication, the sam e may also be delive red or made by any li mited partner. General Partners. 14. (1) Unless otherwise provided in the Partnership Deed, a gene ral partner of a Limited Partnership (hereinafter in this paragraph 14 referre d to as the "Relevant Limited Partnership") shall not, without the express consent of the other partners or as otherwise expressly provided in the Partnership Deed: (a) carry on business on his own account or on account of others i n competition with the Relev ant Limited Partnership; (b) be a partner with unlimited liability in another commercial pa rtnership or a director in a company which is in competition with the Rel evant COMP ANIES [CAP. 386. 323 Limited Partnership; (c) deal in any manner with any property of the Relevant Limited Partnership or with rights of the Relevant Limited Partnership in any s u c h p r o p e r t y , f o r a n y p u r p o s e o t h e r t h a n a p u r p o s e o f t h e R e l evant Limited Partnership; or (d) admit a person as a partner in the Relevant Limited Partnershi p otherwise than in accordance with the Partnership Deed. (2) If a partner acts in contravention of the provisions of sub- paragraph (1)( a), (b) or ( c), the Relevant Limited Partnership may, at its option, either take action for damages and interest against the offending partner or demand pa yment of any profit made by him in violation of the relevant prohibition. (3) The provisions of this paragraph 14 shall be without prejudi ce to any other remedy which a Limited Partnership may have against a general p artner for breach of duty. (4) The provisions of this paragraph 14 or any other provisions of this Schedule shall also be without prejudice to any other duties, fiduciary or otherwise, which may be incumbent upon a general partner or to which a general p artner may be subject by virtue of the Partnership Deed or by virtue of any l aws, regulations, rules of the competent authority or any condition of any licence or o ther authorisation, which may be applicable t o such general partner. (5) Save as otherwise expressly provided in this Schedule or in the Partnership Deed, decisions of the general partners related to the business of the Limited Partnership shall be taken by a simple majority of the general partners entitled to participate in the decision. Limited partners. 15. (1) A limited partner shall not perform any act of administra tion nor transact business on behalf of t he Limited Partnership, and sha ll not transact the business of, sign or execute documents for or otherwise bind th e Limited Partnership, except by virtue of a power of attorney given for specified acts or transactions or otherwise as provided and in the circumstances contemplated in sub- paragraph (2) of paragraph 28. (2) A limited partner who acts or purports to act in contraventi on of the provisions of sub-paragraph (1), shall be liable as if he were a general partner in respect of all debts incurred a s a result of his so acting. (3) A limited partner shall not be deemed to have acted in contr avention of the provisions of sub-paragraph (1) by reason only of any one or mo re of the following circumstances: (a) he is an employee, agent or contractor of the Limited Partners hip or of a general partner thereof; (b) he acts as an officer, employee or shareholder of a corporate general partner of the Limited Partnersh ip, or acts as a partner of a g eneral partner of the Limited Partnership; (c) he consults with and advises a general partner of the Limited Partnership as to the business of the Limited Partnership; (d) he investigates, reviews, appro ves or is advised as to the acc ounts or affairs of the Limited Partnership; (e) he exercises any right or power conferred on limited partners by this 324 CAP. 386.] COMP ANIES Schedule or any right or power conferred on limited partners by t h e Partnership Deed; (f) he approves or disappr oves an amendment to the Partnership Dee d; (g) he participates in or requests the appointment or removal of a n auditor of the Limited Partnership; (h) he calls, convenes, requests, attends or participates in, or v otes as a limited partner in, any m eeting of the partners; (i) he participates in the appointment or removal of any person to serve or serving on any board or committee of the Limited Partnership or of a general partner thereof; (j) without prejudice to the generality of sub-paragraph (i), he a ppoints or removes a representative to any advisory committee of the Limit ed Partnership and, or undertakes such representative's actions in t h a t capacity; (k) he acts as surety or guarantor o f, or provides security for th e obligations undertaken by, the Limited Partnership; (l) he lends money to, borrows money from or enters into transacti ons with the Limited Partnership; (m) he approves or vetoes a type of investment or particular inves tment to be made by the Limited Partnership; (n) he exercises a right to opt into or out of any investment to b e made by the Limited Partnership; (o) he approves or vetoes any valuation of the Limited Partnership 's investments; (p) he approves or vetoes any conflict of interest relating to the Limited Partnership or its business or a ny partner in the Limited Partn ership. (4) The provisions of the immedi ately preceding sub-paragraph sh all not be construed as meaning that, if a limited partner exercises any o ther right, power or function, he has necessarily, by reason of that fact alone, act ed in contravention of the provisions of sub-paragraph (1). (5) A limited partner may, subject to the provisions of the Part nership Deed and as and to the extent provided therein, but without prejudice to any rights granted to him by virtue of this Schedule - (a) inspect the books of the Limited Partnership; (b) with such assistance as may reas onably be required of the gene ral partners, examine and inquire into the state and prospects of t he business of the Limited Partners hip, and advise the partners th ereon; (c) request and obtain true and full information of all things aff ecting the Limited Partnership; and (d) request and obtain a formal account of the affairs of the Limi ted Partnership whenever circumstan ces render it jus t and reasonabl e. Person holding himself out to be a general partner. 16. (1) A person, including a limited partner, who holds himself out as being a general partner shall be held liable unlimitedly and jointly an d severally with the general partners for all the obligations contracted by the Limi ted Partnership while he so holds himself out. COMP ANIES [CAP. 386. 325 (2) Without prejudice to sub-parag raph (5) of paragraph 6, the i nclusion in the name of a Limited Partnership of the name of a person who is no t a general partner shall be taken into account by the court in determining whether such person is holding himself out as be ing a general partner. When limited partner ceases to be a partner. 17. (1) A person shall cease to be limited partner of a Limited P artnership: (a) upon the valid and absolute assignment of the whole of his int erest in the Limited Partnership; or (b) at such time and, or upon the o ccurrence of such event as may be so specified in the Partnership Deed. Such cessation shall be evidenced by means of an entry to that effect in the register of partners. (2) The fact that a person has ceased to be a limited partner sh all not relieve him of any liability arising under pa ragraphs 6(5), 15(2), 16(1) an d 25(2). (3) The fact only that a person ceases to be a limited partner s hall not constitute a change or amendment to the Partnership Deed. (4) Unless the Partnership Deed otherwise provides and subject t o the provisions thereof and to the provisions of paragraph 19 of thi s Schedule, in the event of death or dissolution or other cessation of existence o f a limited partner, the Limited Partnership shall contin ue with the heirs or other rele vant successors in title to the respective interests of s uch limited partner in the Limi ted Partnership. (5) When a person ceases to be a l imited partner in a Limited Pa rtnership in the cases referred to in sub-paragraph (1)( b), such person shall have such rights as to liquidation of his interests in the Limited Partnership and oth er rights to assets of the Limited Partnership, and at such time or times, and shall be su bject to such obligations, as may be provided for in the Partnership Deed. When general partner ceases to be a partner. 18. (1) A person shall, subject to the provisions of the Partners hip Deed, cease to be a general partner of a Limited Partnership, upon the occu rrence of any of the following events: (a) his resignation, retirement, r emoval or expulsi on in accordanc e with the requirements, if any, of the Partnership Deed; (b) in the case of a natural person his bankruptcy, death or legal incapacity or interdiction; or (c) in the case of a general partner which is a body corporate, th e dissolution thereof. Such cessation shall be evidenced by means of an entry to that effect in the register of partners. (2) In the cases referred in sub-paragraphs (1)( b) and ( c), the curator or other person having similar functions with respect to the estate of t he bankrupt general partner, the heirs or other rele vant successors to the estate o f the deceased general partner, the guardian, tutor or other person having similar fun ctions with respect to the estate of the incapacitated or interdicted general partner, or the liquidator, directors, general partners or equivalent body or persons charg ed with the responsibility of the administration of the affairs of the diss olved general partner after its dissolution, as the case may be, shall have a duty to inform the Limited 326 CAP. 386.] COMP ANIES Partnership of the respective event mentioned in such sub-parag raphs (1)( b) and ( c) as soon as possible and in no cas e later than ten days followin g the happening thereof. (3) In the event of the cessation of a person as a general partn er of a Limited Partnership, howsoever such cessation has occurred, it shall be the duty of the Limited Partnership to deliver t o the Registrar for registratio n a notice of such fact within fourteen days of such cessation or from the date that th e Limited Partnership became aware thereof, whichever is the later, and in default th e Limited Partnership and every general partner shall be liable to a penalty, and, fo r every day during which the default continues, to a further penalty. (4) In the cases referred in sub-paragraph (1)( a), it shall also be the duty of the person ceasing to be a general partner to deliver to the Regist rar for registration a notice of such cessation within fourteen days of such cessation , and in default the said person who ceased to be a general partner shall be liable to a penalty, and, for every day during which the defaul t continues, to a further pena lty. (5) The Registrar shall cause such notice as referred to in sub- paragraph (3) or (4) to be registered. (6) A general partner shall not b e relieved of any obligation un der this Schedule until such time as the notice of cessation is registered by the Registrar. Nothing in the foregoing shall affect the continued liability of a general partner in terms of law for his obligations arising whilst he was a general partner and until the registration of the notice of cessation as aforesaid. Admission of additional limited partners. 19. (1) Subject to the provisions of the Partnership Deed, a Limi ted Partnership shall allow any number of part ners to become limited partners i n the Limited Partnership. A person shall not be admitted as a limited partne r in a Limited Partnership except - (a) in accordance with the provision s of the Partnership Deed and subject to any prior approval by the Limited Partnership required for such a d m i s s i o n i n t e r m s o f t h e P a r t nership Deed and, or pursuant to paragraph 5(1)( b)(iv) above; (b) by the execution of an agreement in writing with the Limited Partnership and, or with such other partners as required by the Partnership Deed. Such admission shall be evidenced by the entry of the particula rs of the new limited partners in the register of partners. Assignment of interest of limited partner. 20. (1) Subject to the provisions of the Partnership Deed - (a) the interest of a limited partne r is assignable in whole or in part; (b) an assignment by a limited partner of his interest in the Limi ted Partnership or any part thereof: (i) shall not dissolve the Limited Partnership; (ii) shall not be valid unless ma de in writing and in accordance with other requirements, if any, of the Partnership Deed and this Schedule, including (without limitation) any prior approval by the Limited Partnership required for such assignment in terms of th e COMP ANIES [CAP. 386. 327 Partnership Deed and paragraph 5(1)( b)(iv) above; (iii) shall not, unless and until the assignee is admitted to th e Limited Partnership as a limited partner in accordance with the provisi ons of paragraph 19, entitle the a ssignee to become or to exercise any right or power of a limited partner; (iv) shall, upon the assignee being admitted to the Limited Part nership as a limited partner in accord ance with the provisions of paragraph 19, entitle the assignee to the rights and powers and , subject to item (v), render him s ubject to the restrictions and obligations (including any obligation to make contributions to the c a p i t a l o f t h e L i m i t e d P a r t n e r s h i p ) t o w h i c h t h e a s s i g n o r w a s entitled or subject in respect of the interest assigned immediately before the assignment, and simultaneously the assignor shall no longer be entitled to exercise t hose rights and powers and, sha ll be discharged from those restrictions and obligations; (v) shall not relieve the assignor of any liability arising unde r paragraphs 6(5), 15( 2), 16(1) or 25(2). (c) a limited partner, upon the valid and absolute assignment of t he whole of his interest in the Limited Partnership and the admission of t h e assignee as a limited partner in accordance with the provisions o f paragraph 19, shall cease to be a limited partner and to be ent itled to exercise any right or powe r of a limited partner. (2) The agreement or instrument of assignment in writing referre d to in sub- paragraph (1)( b)(ii) or an authentic copy thereo f shall be delivered by the as signor or the assignee to the Limited Partnership simultaneously with or as soon as possible after the execution ther eof, unless the Limi ted Partnership is also party to it. (3) The admission of the assignee as a limited partner and the a ssignment of an interest in the Limited Partnership between an assignee and an assignor shall be effective on the date when the requirements and conditions for the admission of the assignee as a limited partner ref erred to in paragraph 19 and t he requirements of sub- paragraph (1)( b)(ii) and (2) of this paragraph 20 have been satisfied or, if l ater, the date agreed to between the assignor and the assignee in the agr eement or instrument of assignment, and in such latte r case the assignee shall be ad mitted to the Limited Partnership with effect from such later date. Indemnification by the Limited Partnership. 21. (1) Subject to the provisions of the Partnership Deed and of sub-paragraph (2), a Limited Partnership may indemnify any partner from and a gainst all or any claims, demands, debts and other liabilities whatsoever, and ma y also purchase and maintain for any partner insuran ce against any such liability a s aforesaid. (2) The Limited Partnership may n ot however indemnify any genera l partner against any liability which by virtue of any rule of law would attach to him in respect of negligence, default or breach of duty or otherwise of which he may be guilty in relation to the Limited Partnership: Provided that a Limited Partnership may indemnify any such gene ral partner against any liability incurred by him in defending any proceedi ngs in which judgment is given in his favou r or in which he is acquitted: Provided further that nothing in this sub-paragraph (2) shall b e construed as preventing or restricting a Limited Partnership from purchasing and maintaining for any general partner insurance against any such liability as is referred to above in this 328 CAP. 386.] COMP ANIES sub-paragraph (2), or as preven ting or restricting any such gen eral partner from personally purchasing and ma intaining any such insurance. Records. 22. (1) A Limited Partnership shall maintain the following or a c opy thereof at the registered office: (a) the Partnership Deed and every amendment thereof; (b) a register of partners showing their full names and addresses together with an indication of who is a ge neral and who is a limited par tner; (c) in the case of a Non-Share Capit al Limited Partnership, the ca pital account of each limited partner s howing whichever of the follow ing is applicable in relation to such limited partner - (i) the amounts and dates of his contributions; (ii) the amounts agreed to be contributed and the times at which o r events upon which the contributions are to be made; (iii) the amounts and dates of any payments representing a retur n of his contributions or any part thereof; (iv) where an agreement or obligation to make a contribution is released in whole or in part, the amount and the date of such release; (d) in the case of a Share Capital L imited Partnership, the capita l account of each limited partner showing whic hever of the following is appl icable in relation to suc h limited partner - (i) the number and class or classes (where applicable) of shares , including fractions (where appli cable), subscribed by such limi ted partner and the dates of subscription; (ii) the amount paid b y such limited partne r in respect of each share; (iii) where applicable , the amounts agreed to be contributed by way of subscription of further shares or by way of payment of the unpa id part on shares already subscribed, and the times at which or events upon which the contributions are to be made; (iv) where applicable, the numb er and class or classes (where applicable) of shares, including fractions (where applicable), of such limited partner which have been redeemed or repurchased by the Limited Partnership or otherwise reduced, and the dates of such redemption, repurchase or reduction; (v) where an agreement or obligat ion to pay amounts agreed to be contributed by way of subscription of further shares or by way of payment of the unpaid part on shares already subscribed is released in whole or in part, the amount and the date of such release; (e) any report on any non-cash contri bution as referred to in para graph 41; (f) a register of debentures (where the Limited Partnership has is sued any debentures) showing the full names and addresses of the registe red holders of such debentures and particulars of the debentures he ld by them respectively; (g) its accounting records; (h) the minutes of all meetings of the general partners; COMP ANIES [CAP. 386. 329 (i) all documents from time to tim e filed with the Registrar. (2) All documents or copies of documents required by sub-paragra ph (1) to be kept at the registered office sh all, subject to the provisions of the Partnership Deed, be available for inspection by any partner, and in the case of the register of debentures also by any person, during normal business hours. (3) The documents mentioned in sub-paragraph (1)( b), ( c) and ( d) shall constitute prima facie evidence of the matters specified therein. (4) Notwithstanding the foregoing provisions of this paragraph t he documents described in sub-paragraph (1) ma y, provided that the Partnersh ip Deed so permits, instead of being maintained at the registered office, be mainta ined at such other place as the general partners consider appropriate, where they shall, subject to the provisions of the Partnership Deed, be available for inspection by any partner (and in the case of the register of debentures also by any person) duri ng normal business hours. (5) In the event that such other place as is mentioned in sub-pa ragraph (4) is outside Malta, copies of accounts and of returns in respect of the business dealt with in them and copies of minutes of meetings of general partners s hall be sent to, and kept at, a place in Malta, where they shall, subject to the pro visions of the Partnership Deed, be available for inspection by any partner (a nd in the case of the register of debentures also by any holder of debentures) during normal business hours. (6) The copies of accounts and retu rns mentioned in sub-paragrap h (5) which are to be sent to and kept in Malta shall be such as to disclos e with reasonable accuracy the financial position of the business of the Limited Partnership at intervals not exceeding six months. (7) Any accounting records which a Limited Partnership is requir ed by this paragraph to keep shall be preserved by it for a period of ten years from the date on which they are made and, if defa ult is made in complying with t his sub-paragraph, the Limited Partnership and each general partner shall be liabl e to a penalty. (8) Any account, record or other document required by this Sched ule to be kept by a Limited Partnership may be kept either by making entries i n books or in any other manner, including without prejudice to the generality of the foregoing, computer or other electronic forms. (9) If any such account, record or other document is kept by mak ing entries other than in a book - (a) it shall be deemed for the purposes of this Schedule to be kep t at a place if access to it and wr itten copies of it can be obtained at tha t place; and (b) if the matters in question are recorded in non-legible form, t he recording thereof shal l be capable of being reproduced in legib le form. (10) If in respect of a Limited Partnership there is a contraven tion of any of the provisions of sub-paragraphs (1), (2), (5) or (6), the Limited Partnership and each general partner shall be liable to a penalty and for any day du ring which the default continues, to a further penalty. (11) Any duty imposed by this Schedule to allow inspection, or t o furnish a copy, of documents to be kept by the Limited Partnership shall, irres pective of the medium in which such documents are main tained, be construed as a duty to allow inspection, or to furnish a copy, of such documents in legible form. Accounts of a Limit ed Partnership. 330 CAP. 386.] COMP ANIES 23. (1) Every Limited Partnership shall maintain proper accountin g records which shall be: (a) sufficient to show and explain the Limited Partnership’s trans actions; (b) such as to disclose with reasonable accuracy, at any time, the Limited Partnership’s financial position at that time; (c) such as to enable the general p artners to ensure that the Limi ted Partnership’s balance sheet and profit and loss account are pre pared properly and in accordance with generally accepted accounting principles and practice and in accordance with any relevant ena ctment or regulations for the time being in force in Malta; (d) such as to contain day to day entries of all sums of money rec eived and expended by the Limited Partners hip and the matters in respect of which the receipt and expendi ture takes place; and (e) such as to contain a record of the assets and liabilities of t he Limited Partnership. (2) The general partners of every Limited Partnership shall prep are for each accounting period individual accoun ts comprising the balance sh eet as at the last day of the accounting period to which they refer, the profit and lo ss account for that period, the notes to the accounts and any other financial state ments which may be required by generally accepted acco unting principles and practi ce. These documents shall constitute a composite whole. (3) The individual accounts of a Limited Partnership shall give a true and fair view of the Limited Partnershi p’s assets, liabilities, financia l position and profit or loss. (4) The individual accounts of a Limited Partnership shall be dr awn up in accordance with generally accepte d accounting prin ciples and pr actice applicable to the type of Limited Partnership in question in terms of this Sc hedule or of the provisions of this Act in so far as such provisions are applica ble to the Limited Partnership by virtue of this Sc hedule, or of regulations made by the Minister under Article 66A(3)(c) or other provisions of this Act or under the Accountancy Profession Act, and shall comply with the requirements of such generally accepted accounting principles and practice and with the requirements of this Schedule, and of the applicable provisions of this Act and of applicable regulat ions referred to above, as to the form and content of t he balance sheet and profit and loss account and as to additional information to be provided by way of notes to the ac counts. (5) Where the application of the provisions of this Schedule, an d the applicable provisions of the Act or regulatio ns referred to in sub-paragra ph (4), would not be sufficient to give a true and fa ir view within the meaning of s ub-paragraph (3), additional information shall be given. (6) Where in exceptional cases the application of a provision of this Schedule, or of an applicable provision of the Act or of regulations refe rred to in sub-paragraph (4), is incompatible with the obligation for the individual acc ounts to give a true and fair view, that provision shall be departed from in order to gi ve a true and fair view. Any such departure shall be discl osed in the notes to the accou nts together with an explanation of the reasons for it and a statement of its effect on the assets, liabilities, financial position and profit or loss. (7)* Articles 13 to 18 and 21 of the Commercial Code shall not apply to Limited * This-sub-paragraph is not yet in force. COMP ANIES [CAP. 386. 331 Partnerships. (8) At the end of each accounting period of the Limited Partners hip, the balance sheet and profit and loss account of the Limited Partnership to gether with the report of the general partners and the report of the auditors (where a pplicable) shall be made available to the limited partners: (a) in the case of a Limited Partne rship within the meaning of par agraph 24(2), within ten months after the end of the relevant accounti ng reference period, or such shorter period as may be prescribed i n terms of the Investment Services Act and Investment Services Rules issue d by the competent authority under a nd within the meaning of the sai d Act; and (b) in the case of other Limited Partnerships, within such period as may be stipulated in the respective Partnership Deed, or such shorter period as may be prescribed in terms of the Investment Services Act and Investment Services Rules issued by the competent authority under and within the meaning of the said Act or in terms of regulations m ade by the Minister under Article 66A(3)( c) or other provisi ons of this Act. Application of Chapters IX and X of Part V of this Act. 24. (1) Save for what is stated in this Schedule or in regulation s made by the Minister under Article 66A(3)(c) or other provisions of this Ac t or under the Accountancy Profession Act, the provisions of Chapter IX and Ch apter X of Part V of this Act other than article 1 84 shall, so far as applicable and so far as they are not inconsistent with the provisions of this Schedule or of regulat ions referred to above, apply to a Limited Partnership within the meaning of paragraph 24(2), with references to "company" therein b eing construed as a reference to a Limited Partnership within the meaning of paragraph 24(2), references t o "directors" being construed as a reference to gener al partners, reference to "mem bers" being construed as a reference to "partners", references to "general meeting" b eing construed as a reference to a meeting of the partners. (2) A Limited Partnership referre d to in sub-paragraph (1) shall be: (a) a Limited Partnership which is a Share Capital Limited Partner ship; or (b) a Non-Share Capital Li mited Partnership where: (i) all the partners thereof with unlimited liability are limite d liability companies or partnerships en commandite or limited partnerships with the capital divided into shares; and (ii) where all of the direct or in direct partners of such Non-Sh are Capital Limited Partnership having otherwise unlimited liabilit y in fact have limited liability b y reason of those partners bein g: (aa) a limited liability company (w hether public or private); or (bb) a partnerships en commandite or limited partnership with its capital divided into shares; or (cc) an undertaking not governed by the laws of Malta but which has a legal form comparable to that listed in sub-paragraph (b)(ii)( aa) or (b)(ii)( cc) above. (3) The provisions of Chapter IX of Part V of this Act, shall ap ply as aforesaid to a Limited Partnership within the meaning of paragraph 24(2), subject to the provisions of the Partnership D eed dealing with the manner, and with the rights of partners or any of them in respect, of the appointment, re-appo intment, removal, 332 CAP. 386.] COMP ANIES replacement and fixing the remuneration of a uditors of the Limi ted Partnership. (4) The provisions of article 169 of the Act and of the Fifth Sc hedule to the Act shall apply mutatis mutandis to a Limited Partnership within the meaning of paragraph 24(2) which is a Vari able Capital Limited Partnership as provided in paragraph 35. (5) Save as otherwise expressly pr ovided in this Schedule or in any enactment or in regulations made by the Minister as referred to in sub-pa ragraph (1), the provisions of Chapter IX and Chapter X of Part V of this Act sh all not apply to a Limited Partnership which is not a Limited Partnership within t he meaning of paragraph 24(2), and the manner, the rights of partners or any of them in respect of, and other matters relating to, the appointment, re-appointment, removal, replacement and fixing the remuneration of auditors of such Limited Partner ship, or the preparation, form and content an d approval of the accounts of s uch Limited Partnership and their submission to the partners or any other p artners, shall be regulated by the relevant provi sions of this Schedule, by regul ations made from time to time by the Minister as referred to in sub-paragraph (1) for this purpose, by any other provisions of the Act (other than Chapter IX and Chapter X of Part V of the Act) or any other enactment so far as applicable and so far as they are not inconsistent with the provisions of this Schedule or of regulat ions referred to above or which specifically relate or apply to such Limited Partnersh ips, and by the provisions of the Partnership Deed. Return of limited partner’s contribution. 25. (1) A Limited Partnership shall not, on dissolution or otherw ise, make any payment from its capital to any l imited partner representing a return of any part of his contribution to the Limited Partnership unless, at the time of and immediately following the making of the pay ment, the Limited Partnership is solvent. (2) Where the Limited Partnership is insolvent at the time of or immediately following the making of any such payment, or in the event of in solvency of the Limited Partnership within a period of six months immediately f ollowing the time of making such payment, the payment shall, for a period of one yea r from the date of its receipt by the limited partner, be repayable by him to the exte nt necessary to discharge any debt of the Limited Partnership incurred at a tim e when his contribution formed part of the a ssets of the Limited Partnersh ip. (3) Subject to the provisions of sub-paragraphs (1) and (2) and paragraph 30(11) and (12), a limited partner may de mand the return of his contri bution - (a) on the dissolution of the Limited Partnership; or (b) at such time or upon the occurr ence of such event or events as may be specified in the Pa rtnership Deed. (4) A limited partner may, notwit hstanding the nature of his con tribution, demand and receive only money in return, unless - (a) the Partnership Deed p rovides otherwise; or (b) all partners agree otherwise. (5) Any reference in this paragraph, however expressed, to the r eceipt by a partner of a payment shall incl ude a reference to the release o f any debt owed by him and forming part of the assets of the Limited Partnership (incl uding any obligation on his part to make a contributi on to the capital of the Limite d Partnership, including, in case of a Share Capital Limited Partnership, by w ay of subscribing for further shares or paying up the unpaid part on shares already s ubscribed by him); and COMP ANIES [CAP. 386. 333 accordingly any reference in sub-paragraph (2) to the making of a repayment by a partner shall be deemed to include a reference to the due perfo rmance by him of the debt or obligation. (6) For the purposes of this Sched ule the expression "solvent" m eans that the Limited Partnership is able to pay its debts (other than debts described in paragraph 31(1)(c)(ii) to (v)) in full, as they fall due, out of the asse ts of the Limited Partnership without recourse to th e separate assets of the gene ral partners not contributed to the Limited Partn ership; and the expression "ins olvent" shall be construed accordingly. (7) A distribution of any assets of a Limited Partnership to a l imited partner shall be deemed to be a return of contribution for the purposes of the provisions of sub-paragraph (1), to the extent that the distribution reduces the value of his share in the assets of the Partnership, calculated on the basis of the v alue of the net assets of the Limited Partnership, below the value of the amount contribu ted or agreed to be contributed by him. In the case of a Share Capital Limited Par tnership, there shall also be deemed to be such a retu rn of contribution where the sh ares held by a limited partner are redeemed or repurchas ed by the Limited Partnership or are otherwise reduced or, in the case of a Share Capital Limited Partnership other than a Variable Capital Limited Partnership, where the nominal value of the sha res held by a limited partner is reduced. (8) The provisions of this paragr aph are subject to those of par agraph 31. Distributions by Limited Partnership. 26. Without prejudice to paragraphs 25 and 31, no distributions of capital or profits shall be made to the partners if at the time or as a re sult of such distributions the Limited Partnership would be insolvent. Acts in fraud of creditors 27. (1) Without prejudice to parag raphs 25 and 26, every act tran sferring property, whether corporeal or incorporeal, including any right s of action and any renunciation of an acquired prescription, and every obligation incurred or other act made by a Limited Partnership whi ch is insolvent or which becom es insolvent as a result of such act or obligation, and which is made under a gra tuitous title for the purpose of defrauding the creditor s of the Limited Partnership, shall be null and void as regards the body of creditors , of whatever kind they may be, even though the parties interested be in good faith. (2) Every act of the same kind and every obligation made or incu rred under an onerous title can be annulled if t here be fraud also on the par t of the party interested. (3) Any such act or obligation shall be deemed to be fraudulent as regards the party interested, if it is prove d that such party knew of the i nsolvency of the Limited Partnership (whether already exis ting at the time of the act or obligation or resulting from such act or obligation) or of the existence of circumstanc es giving rise to such insolvency. Causes of dissolution of Limited Partnerships. 28. (1) A Limited Partnership shall be dissolved upon the occurre nce of any of the following events: (a) upon the happening of any event specified in the Partnership D eed; (b) upon the date fixed for its duration in the Partnership Deed a nd stated in the Partnership Registration Document, if any, unless a return or notice 334 CAP. 386.] COMP ANIES of its extension is delivered to the Registrar for registration in terms of paragraph 10(2) or (5) not less than fifteen days before the da te so fixed; (c) upon the written agreement of all partners that the Limited Pa rtnership shall be dissolved; (d) if there is no general partne r for a period of six months; (e) if there is no limited partne r for a period of six months. (2) Where no general partner remains, the limited partners may, for the said period of six months, appoint one of their number or any other person for the performance of acts of ordinary administration and any limited partner or other person appointed pursuant to the provisions of this sub-paragra ph shall not incur any liability which would otherwise be incurred under this Schedule for performing acts of ordinary administration during the said six month period. (3) Subject to the provisions of the Partnership Deed and paragr aph 28(1)(a), (d) and (e) and without prejudice to paragraph 28(1)(c), a Limi ted Partnership shall not be dissolved by any change in the limited partners or gener al partners, or by the bankruptcy, insolvency, death, r etirement, removal, resignation , legal incapacity or interdiction or dissolution of any limited partner or general p artner whether an individual, partnership, com pany or other body corporate. Dissolution by the Court. 29. (1) The Court may order the dissolution of a Limited Partners hip on the application of any partner or creditor or on the application of the Registrar if in its opinion: (a) the Limited Partnership is insolvent; (b) the business of the Limited Partnership has been suspended for a n uninterrupted period of twelve months: provided, for the avoida nce of doubt, that there will not be deemed to be a suspension of busi ness for the purposes hereof by reason on ly of the fact that the busines s of the Limited Partnership is of its nature passive; (c) the affairs of the Limited Partnership are being conducted in a manner which is oppressive to any of the limited partners or prejudici al to their interests as limited partners or is calculated to affect advers ely the carrying on of the business of the Limited Partnership; (d) the affairs of the Limited Partnership are being conducted in such manner as to defraud credito rs or in an unlawful manner; (e) there has been persistent default by the Limited Partnership o r by any general partner thereof in complying with the requirements of t his Schedule or any applicable regulations made under Article 66A(3 ) or under this Act; (f) there are grounds of sufficient gravity to warrant the dissolu tion. (2) Upon the making of an order under sub-paragraph (1) for the dissolution of the Limited Partnership or at any time thereafter, the Court ma y make such other orders in relation to the dissolution as it thinks fit and prop er in the circumstances, including an order for the appointment of one or more liquidato rs to wind up the Limited Partnership’s affairs and distribute its assets. General provisions applicable to winding up. COMP ANIES [CAP. 386. 335 30. (1) Upon the dissolution of a Limited Partnership its affairs shall, unless a liquidator has been appointed by the Court under paragraph 29(2 ) or under sub- paragraph (2) of this paragraph or by the partners under sub-pa ragraph (3) of this paragraph, be wound up by the general partners. (2) Upon the dissolution of a Limited Partnership or at any time thereafter, the Court may, on application of any partner (including an assignee thereof) or any creditor or the Registrar or any liquidator, make such orders i n relation to the dissolution as it thinks f it and proper, including: (a) an order for the appointment of one or more liquidators to win d up the affairs of the Limited Partnership and distribute its assets, a nd the fixing of his remuneration; (b) an order for the stay of judi cial proceedings pending against the Limited Partnership on such terms as the Court thinks fit. The Court may also, on any such application, remove any liquida tor from office (whether appointed by the Court or by the partners) if t he court is satisfied that there exist sufficient gr ounds to warrant his removal. (3) One or more liquidators may, upon the dissolution of a Limit ed Partnership or at any time thereafter and before the appointment thereof by the Court as provided herein, be appointed by the partners in the manner provided in the Partnership Deed or as determined by agreement be tween them, and his remuneratio n may be fixed in like manner. Where the partners fail to agree on the appointme nt of a liquidator, the provisions of sub-paragraphs (1) shall apply, unless and until one or more liquidators are appointed by the Court under sub-paragraph (2). (4) A liquidator appointed by the partners (but not a liquidator appointed by the Court) may be removed by a decisi on of the partners in the mann er provided in the Partnership Deed or as determine d by agreement between them, an d if as a result of such decision there are no liquidators, the provisions of sub-p aragraphs (1) shall apply, unless and until one or more liquidators are appointed b y the partners under sub-paragraph (3) or by the Co urt under sub-paragraph (2). (5) A liquidator, howsoever appointed, shall within fourteen day s after his appointment, deliver to the Registrar for registration a notice of his appointment stating his name and residence, and in default he shall be liab le to a penalty, and for every day during which the default continues, to a further pena lty. (6) Where more than one liquidator is appointed, they shall act jointly and shall be jointly and severally liable for their acts, unless the Cour t or the partners who appointed them have otherwise pr ovided. Unless already fixed by the Court, the remuneration of a liquidator (whether appointed by the Court or by the partners) may be fixed by agreement between the partners and the liquidator, failing which it shall be fixed by the Court on application made under sub-paragraph ( 2) or an application by the liquidator. (7) On the appointment of a liquidator, whether under this parag raph or under paragraph 29, all powers of the g eneral partners and, where app licable, any power of ordinary administration vested in any limited partner or other person pursuant to paragraph 28(2), shall cease; a nd any person who purports to ex ercise any power of a general partner or any power of administration or representatio n of the Limited Partnership at a time when, pursuant to this sub-paragraph thos e powers have ceased, shall be liable to a penalty, wi thout prejudice to the provisio ns of paragraph 15(2) or 16(1) or any other applicable consequences prescribed by this S chedule. The provisions of this sub-paragraph shall be without prejudice to the provisions of sub- paragraph (8). 336 CAP. 386.] COMP ANIES (8) Where a liquidator is appointed, the partner or partners ves ted with the administration of the Lim ited Partnership shall - (a) deliver to the liquidator all the assets and all the accountin g records and other documents of the Limited Partnership and shall draw up ac counts relating to their administration for the period since the prece ding accounts, and for the avoidance of doubt the liquidator shall t ake into his custody or under his control all the property and all right s to which he has reasonable cause to believe the Limited Partnership to b e entitled; and (b) together with the liquidator, draw up a balance sheet showing the state of affairs of the Limited Partne rship as at the date of the dis solution. (9) Upon the dissolution of a Limited Partnership the Limited Pa rtnership shall cease to carry on business except to the extent necessary for i ts beneficial winding up. Where a liquidator is appoin ted, such liquidator shall have power to perform all acts conducive and ancillary to the winding up of the affairs o f the Limited Partnership, but such liquidator shall not undertake any new tr ansaction, except to the extent necessary for its beneficial winding up. Where in re lation to a Limited Partnership there is a contravention of the provisions of this sub-paragraph, each general partner or oth er partner responsibl e for the contravent ion or, as the case may be, the liquidator shall be liable to a penalty. (10) Upon the dissolution of a Limited Partnership, the persons winding up the Limited Partnership’s affairs, in the name of and on behalf of the Limited Partnership - (a) may, to the extent necessary for the beneficial winding up of the Limited Partnership, prosecute, defend or settle any civil or c riminal action or other legal proceedings and refer disputes or matters t o arbitration; (b) shall receive and collect all sums and debts due to the Limite d Partnership; (c) shall take every necessary step for the preservation of the ri ghts of the Limited Partnership and for the recovery of any sums or debts d ue to the Limited Partnership; (d) shall carry on the business of t he Limited Partnership so far as may be necessary for its beneficial winding up, and for this purpose t hey shall have the power to do all acts, and to execute, in the name and on behalf of the Limited Partnership, a ll deeds, receipts and other docum ents and to represent the Limited Partnership in all matters and to do a ll things as may be necessary for the winding up of the affairs of the Limit ed Partnership and distributing its assets, to raise any money req uisite even on the security of the assets of the Limited Partnership and to appoint a mandatory to act for them (in th eir capacity as the persons res ponsible for the winding up) for particular purposes; (e) shall dispose of the Limited Partnership’s property and realis e its assets; (f) shall, in accordance with the provisions of paragraph 31 disch arge the Limited Partnership’s debts and distribute to the partners any remaining assets of the Limited Partnership; (g) may make any compromise or arrangement with creditors or perso ns claiming to be creditors, or having or alleging themselves to h ave any claim, present or future, certain or contingent, ascertained or which may COMP ANIES [CAP. 386. 337 be due in damages against the Limited Partnership or whereby th e Limited Partnership may be rendered liable, and to refer any su ch matter to arbitration; (h) may make calls on partners for payment of unpaid contributions a n d calls on partners with unlimited liability for payment of sums to cover remaining liabilities of the Limited Partnership as referred to in sub- paragraph (12) and shall draw up a list of partners who are lia ble to pay such calls; and (i) may summon meetings of partners or of creditors of the Limited Partnership for the purposes of ascertaining their wishes, or t o give them an account of or otherwise update them on the process of t he winding up or any matter relatin g thereto or for any other purp ose in connection with the winding up as they may think fit: Provided that the above shall be without prejudice to the perso nal liability of the partners. (11) Upon the dissolution of a Limited Partnership no limited pa rtner may, except in accordance with the provision s of paragraphs 25 and 31, with draw any part of his contribution, or otherwise claim as a creditor of the Limited P artnership. (12) The persons conducting the winding up of a Limited Partners hip (whether a liquidator or the general partner or general partners pursuant to sub-paragraph (1)) shall not distribute any assets of the Limited Partnership amon g the partners unless either the debts and liabilities of the Limited Partnership und er paragraph 31(1) ( a) and ( b) have been paid or sufficient funds have been set aside for th e payment thereof. Where the assets of the Limited Partnership are insuff icient to meet its aforesaid liabilities, the persons conducting the winding up of a Limited Partnership may demand from the pa rtners payment of th e contribution, if an y, due by them, irrespective of the date when it falls due, and, if necessary, they may demand from the partners with unlimited liability the sums required for the payment of the aforesaid liabilities which are not covered by the contribution s so demanded as aforesaid and paid. The persons conducting the winding up of a Limited Partnership may furthermore demand from the partners payment of the contrib ution, if any, due by them or any part of it, irresp ective of the date when it fal ls due, for the purpose of adjusting the rights of the partners among themselves in accord ance with paragraph 31 or otherwise in accordance with the Partnership Deed. (13) Upon dissolution of a Limited Partnership, notice of the fa ct shall, within a period of fourteen days from the date of dissolution, be filed by the general partners or, where applicable, by the limited partner or other person ve sted with the ordinary administration pursuant to paragraph 28(2), with the Registrar who shall cause a notice of that fact to be published in the Gazette or on a webs ite maintained by the Registrar: Provided that, where the Limited Partnership is dissolved by or der of the Court, notice of the dissolution shall be given as aforesaid by the Registrar of Courts: Provided further that, in cases of dissolution other than disso lution by order of the Court, and where there is no general partner and no limi ted partner or other person vested with the ordinary administration pursuant to para graph 28(2), such notice may be given by any limited partner and, where a liquida tor has been appointed (whether by the Court or by the partners) such notice shall be given by such liquidator within fourteen days after his appointment. (14) Where the general partners or the limited partner or other person vested with 338 CAP. 386.] COMP ANIES the ordinary administration pursuant to paragraph 28(2) or the liquidator fail to give the notice of dissolution as re quired by the provisions of sub- paragraph (13), they shall be liable to a penalty, and for every day during which th e default continues, to a further penalty and, in the ca se of general partners, they sh all continue to incur liability as if they were the general partners of a Limited Par tnership which had not been dissolved. (15) The dissolution of a Limited Partnership shall be deemed to have occurred upon the earlier of the following: (a) the date of the occurrence of the event upon which, under the provisions of this Schedule, the Limited Partnership is dissolved; or (b) the date of the order by the Co urt under paragraph 29(1) for i ts dissolution. (16) All expenses properly incurred in the dissolution of a Limi ted Partnership, including the liquidat or’s remuneration, are payable from the a ssets of the Limited Partnership in priority to all other debts. (17) The persons conducting the winding up shall, at the request of any of the partners, inform them as to the s tate and progress of the liqui dation. (18) The persons conducting the winding up of a Limited Partners hip may, by application, seek the Court’s directions as to any matter in re lation to the winding up, and upon such application the Cour t may make such order as it t hinks fit and proper. (19) The persons conducting the winding up, any partner or credi tor may apply to the Court to determine any ques tion arising in the course of wi nding up of a Limited Partnership, or to exercise any power as respects the enforceme nt of calls or any other matter and the Court, if sa tisfied that the determination of the question or the required exercise of power will be just and beneficial, may acc ede wholly or partially to the application on such terms and conditions as it thinks fit or may make such other order on the application as it so determines. (20) Without prejudice to the gen erality of sub-paragraph (19): (a) if any person is aggrieved by any act or decision of the perso ns conducting the winding up, that person may apply to the Court a nd the Court may confirm, reverse or mo dify the act or decision compla ined of, and make such order on th e matter as it thinks just; (b) without prejudice to sub-paragraph (20)( a), if an application is made to the Court by any creditor or partner complaining on the conduct of the persons conducting the winding up, the Court shall inquire into t h e matter and take such action ther eon as it may think expedient; (c) t h e R e g i s t r a r m a y , i f h e t h i n k s f i t , a p p l y t o t h e C o u r t t o e x amine the liquidator or any other person on oath concerning the winding u p; (d) the Court may at any time after the dissolution of a Limited P artnership, on the application either of the liquidator or other person con ducting the winding up or any creditor or partner or the Registrar, and on proof to the satisfaction of the Court t hat all proceedings in relation to the winding up ought to be stayed, make an order staying the procee dings, for such duration and on such terms and conditions as the Court thinks fit: provided that any such sta y of proceedings shall not affec t the continuing validity and operation of the dissolution; and on an application as aforesaid the Court may, before making an order, require the persons conducting the winding up to furnish to the Court a report with respect to any facts or matters which are in its opinion r elevant to COMP ANIES [CAP. 386. 339 the application; (e) the Court, on the application either of the liquidator or othe r person conducting the winding up or any creditor or partner: (i) may require any partner liable to make any payments or calls as referred to in sub-paragraph (12) and any person who holds any money, property or accounting records and documents in his hands to which the Limited Partnership is prima facie entitled, to pay, deliver, convey, transfer or otherwise hand over such mone y, property, accounting records or documents to the persons conducting the winding up forthwith or within such time as the Court directs; (ii) may summon before it any general partner of the Limited Partnership or any officer of such general partner or any other person known or suspected to have in his possession any propert y of the Limited Partnership or supposed to be indebted to the Limited Partnership, and any person whom the Court deems capable of giving information concerning the promotion, formation, trade, dealings, affairs or property of the Limited Partnership, and the Court may require any such general partner , officer or person to produce any accounting records and documents in his custody relating to the Limited Partnership; a nd (iii) on proof of probable cause for believing that any such per son as aforesaid is about to abscond o r to remove or conceal any of hi s property for the purpose of evading payments due by him or of avoiding examination respecting the affairs of the Limited Partnership, may make such orders as it thinks fit to secure payments by such person or the preservation and availability of information relating to the Limited Partnership, including seiz ure and, or the safekeeping of his accounting records, documents an d movable property until such ti me as the Court thinks fit; (f) the Court may, on the application either of the liquidator or other person conducting the winding up, fix a time or times within which cre ditors are to prove their debts or clai ms or are to be excluded from t he benefit of any distribution made before those debts are proved, and may make such orders regarding the publication of such time or times as it thinks fit; and (g) the Court may, with respect to all matters relating to the dis solution and winding up of a Limited Partnership and in exercising any of it s powers, have regard to the wishes of the creditors or partners of the L imited Partnership, as proved to it by any sufficient evidence, and ma y, if it thinks fit, for the purpose of a scertaining those wishes direct t h a t meetings of the creditors or par tners be called, held and condu cted in such manner as the Court consider s appropriate and may appoint a person to act as chairman of any such meeting and to report the result thereof to the Court. A copy of every order made under this sub-paragraph (20)( d) above shall forthwith be forwarded by the Reg istrar of Courts to the Regist rar for registration. (21) Subject to the provisions of paragraph 31 and subject to an y provision of this Schedule or any other law as to preferential debts or paym ents, the property of a Limited Partnership shall, on its winding up, be applied in sat isfaction of its liabilities pari passu . In a winding up of a Limited Partnership, all debts payable o n 340 CAP. 386.] COMP ANIES a contingency, and all claims against the Limited Partnership, present or future, certain or contingent, ascertained or which may be due in damag es, shall be admissible as proof against the Limited Partnership, a just est imate being made, so far as possible, of the value of such debts or claims as may be subject to any contingency or which are due in damages but not ascertained, or which for some other reason do not bear a certain value. (22) As soon as a Limited Partnership’s affairs are fully wound up, the persons who conducted the winding up shall: (a) prepare an account of the winding up, giving details of the co nduct thereof, and the disposal of the Limited Partnership’s property , and of their receipts and payments, and shall draw up a scheme of dist ribution and they shall cause the account to be audited by one or more a uditors appointed by a decision of the pa rtners or in default by the Co urt; and (b) provide all partners with a c opy of the said account and schem e of distribution together with the auditors’ report thereon, which shall be served on such partners by judicial act or by registered mail w ith confirmation of receipt. (23) The provisions of article 153 of the Act shall apply to an auditor appointed in terms of sub-paragraph (22)( a). Such auditor shall not be a person who has held the office of auditor of the Limited Partnership at any time du ring the last three years immediately preceding th e date of dissolution. (24) (a) The persons who conducted the winding up shall, after ensuring that the provisions of sub-paragraph (22)( b) have been complied with, deliver to the Registrar a copy of the said account and scheme of distribu tion and the auditor’s report thereon: p rovided that suc h account and sc heme of distribution so delivered to the Registrar need not contain the names of limited partners, and it shall be sufficient to show the total amounts distributed to such partners pur suant to the scheme of distribu tion. (b) The Registrar, on receiving the account and the scheme of dist ribution together with the auditors’ report, shall forthwith register th em, and on the expiration of three months from the publication of the noti ce referred to in article 401(1)(e) of the Act, the Registrar shal l strike the name of the Limited Partnership off the register, whereupon the Limited Partnership’s certificate of reg istration shall cease to be val id: Provided that the Court may, on the application filed within th e said period of three months by the liquidator or by any other person who ap pears to the Court to have an interest, make an order deferring the date at which the name of the Limited Partnership shall be struck off the register for such time and subject to such conditions as the Court may provi de, and any partner or credito r may also, during the said period of three months, by application to the Court object to any matter relating to the winding up as shown in the winding up account, the schem e of distribution and the auditors’ report, and the Court shall then make such or der as it thinks fit and proper. (25) When an order by the Court is made under the proviso to sub -paragraph (24)(b), the Registrar of Courts shall forthwith forward a copy of it to the Registrar for registration and the Registrar shall defer applying the pro visions of sub- paragraph (24)( b) in accordance with the order g iven by the Court referred to i n that sub-paragraph. (26)* Part III of the Commercial Code relating to bankruptcy shall no t apply to a Limited Partnership. References i n other laws other than Part I II of the Commercial COMP ANIES [CAP. 386. 341 Code to a bankrupt shall, when the context requires, be interpr eted as including references to a Limited Partners hip being wound up in circumsta nces of insolvency under the provisions of this Schedule, and references to bankru pt shall be construed accordingly. Distribution of assets upon dissolution. 31. (1) Upon the dissolution of a Limited Partnership, the asset s shall be distributed in the following order - (a) firstly, to creditors other than partners, to the extent other wise permitted by law, in satisfaction of debts of the Limited Partnership, ac cording to their priority and ranki ng as regulated by law; (b) secondly to limited partners who are creditors and who are not a l s o general partners, to the extent otherwise permitted by law, in satisfaction of debts of the Limited Partnership other than deb ts described in sub-paragraph ( c), according to their priority and ranking as regulated by law; (c) finally, subject to the provisions of the Partnership Deed, to partners as follows - (i) firstly, to limited partners for the return of their contrib utions or, where appropriate, for the releas e of their obligations to make contributions; (ii) secondly, to limited partners for their share of the profit s on their contribution; (iii) thirdly, to gener al partners other th an for capital and pr ofits; (iv) fourthly, to general par tners in resp ect of capital; (v) finally, to gen eral partners in r espect of profits. Preservation of account ing records and docu ments after liquidat ion. 32. (1) The accounting records and the documents of the Limited P artnership shall be kept by the liquidator, if any, or by the person elect ed for that purpose by the majority of the general partners , and shall be so kept for a pe riod of ten years from the date at which the name of the Limited Partnership was struc k off the register. The election of such person shall ta ke place within fourteen days f rom the registration of the notice referred to in paragra ph 30(23) and shall not be eff ected until such person has signified his acceptance in w riting to the gen eral partners within fourteen days from his election: Provided that where there is no liquidator and the general part ners fail to elect such person or where such person refuses to accept his el ection, the accounting records and documents shall be d elivered to the Registrar withi n fourteen days of the non-acceptance or failure to elect as the case may be, and the Registrar shall keep such records for the sa id period of ten years. (2) Where a person has been elected to keep the accounting recor ds and the documents of the Limited Partnership, or where the general part ners have failed to elect such a person, the general partners shall inform the Regi strar accordingly within fourteen days of the date when the election becomes effe ctive or from the failure to elect within the presc ribed period, as the case may be, and in default, the general partners shall be liable to a penalty. * This sub-paragraph is not yet in force. 342 CAP. 386.] COMP ANIES (3) If the liquidator or the person elected by the general partn ers and who has accepted to keep the accounting records and documents of the Li mited Partnership fails to keep them for the period prescribed by sub-paragraph ( 1), he shall be liable to a penalty. (4) If the liquidator or the person elected by the general partn ers to keep the accounting records and documents of the Limited Partnership die s, his heirs shall be obliged to deliver the said accounting records and documents to the Registrar within six months and the Registrar shall keep them for the remainder of the period prescribed by sub-paragraph (1), and in default such heirs shal l be liable to a penalty. Capital of Limited Partnership s and conversion of status. 33. (1) Without prejudice to the foregoing provisions of this Sch edule, the capital of a Limited Par tnership, may be divided into shares or may not be so divided. (2) A Non-Share Capital Limited Partnership may change its statu s to a Share Capital Limited Partnership, b y a decision taken in accordance with the provisions of the Partnership Deed, or, in the absence of any such provision, with the consent of all the partners, both general and limited: Provided that where one or more limited partners, holding in th e aggregate not more than one-fourth of the total contributions of the limi ted partners, have not given their consent the Limited Partnership may nevertheless pr oceed with the change of its status, but it shall be required, for the purpose of such change, to liquidate and reimburse to every such partner who has not given his consent, if he so requests, his interest in the Limited Partnership on such terms as may be agreed, or as the Court, on a demand of either the Limited Partnership or the limited partner, may deem fit to order. (3) A Share Capital Limited Partnership may change its status to a Non-Share Capital Limited Partnership, b y a decision taken in accordance with the provisions of the Partnership Deed or, in the absence of any such provision, with the consent of all the partners, both g eneral and limited: Provided that where one or more limited partners, holding in th e aggregate not more than one-tenth of the sh are capital of the Limited Par tnership, have not given their consent, the Limited Partnership may nevertheless p roceed with the change of its status, but it shall be required, for the purpose of such change, to redeem the shares held by every such partner in the Limited Par tnership who has not given his consent, if he so reque sts, on such terms as may be a greed, or as the Court, on a demand of either the Limited Partnership or of the limited partner, may deem fit to order. (4) The Limited Partnership which has decided to change its stat us in accordance with sub-paragraph (2) or sub-paragraph (3) shall de liver to the Registrar for registration the return of the resultant change in the Part nership Deed in accordance with the provisi ons of paragraph 10(2). (5) The change of status referred to in sub-paragraph (2) or in sub-paragraph (3) shall not take effect unless and until it is registered as requ ired by sub-paragraph (4). Application of provisions relating to shares in the Act. 34. (1) Without prejudice to the pro viso to article 89 of the Act (in particular, but without limitation, the provisions of paragraph ( c) of such proviso), the provisions of articles 89 to 96 and 99 to 102 of the Act shall apply mutatis mutandis to a Limited Partnership whose securities are offered to the pu blic, with references to COMP ANIES [CAP. 386. 343 "public company" therein being c onstrued as a reference to such a Limited Partnership and references to "d irectors" being construed as a reference to general partners, and with such other adjustments as are necessary to a ccommodate the fact that these provisions are being a pplied to a Limited Partnershi p as aforesaid. (2) The provisions of article 116(1), (2) and (5) and of article 1 17 of the Act shall, in so far as they are not inconsistent with the foregoin g provisions of this Schedule, apply mutatis mutandis to a Share Capital Limited Partnership, with references to "company" therein b eing construed as a reference to such a Limited Partnership, references to "memo randum or articles" being const rued as a reference to the Partnership Deed, and refe rences to "resolution passed a t a separate meeting" being construed as a reference to a decision taken as provided in the Partnership Deed, and with such other adjustments as are necessary to accom modate the fact that these provisions are being applie d to a Limited Partnership as aforesaid. (3) The provisions of article 127(1) and (3) to (6) of the Act s hall, in so far as they are not inconsistent with the foregoing provisions of this Schedule, apply mutatis mutandis to a Limited Partnership, with references to "company" therein being construed as a reference t o the Limited Partnership, refe rences to "memorandum of association" or "a rticles of association" being construed as a reference to the Partnership Deed , and references to "members" being construed as a reference to partners, and with such other adjustments as are n ecessary to accommodate the fact that these provisions are being applied to a Limited Partnership. Limited Partnerships with variable share capital. 35. (1) A Partnership Deed of a Share Capital Limited Partnership within the meaning of paragraph 2 (1) (a) a bove may provide for the consti tution of the Limited Partnership as a Limited Partnership with variable share capita l and the following provisions of this paragraph shall apply thereto. (2) In addition to the matters indicated in paragraph 7(3), the Partnership Deed of a Variable Capital Limited Partnership as well as the Partne rship Registration Document to be delivered to the Registrar in terms of the said paragraph 7(3) shall state: (a) that the share capital of the Limited Partnership shall be equ al to the value for the time being of the issued share capital of the Lim ited Partnership; (b) that such share capital shall be divided into a specified numb er of shares without assigning any nominal value thereto; (c) that the actual value of the pai d up share capital of the Limi ted Partnership shall be at all times equal to the value of the ass ets of any kind of the Limited Partnership after the deduction of its liab ilities, without prejudice to paragraph 38(4). (3) Without prejudice to the provisions of paragraph 6, the name of a Variable Capital Limited Partnership shal l at the end, after the words " Limited Partnership" or its abbreviation "LP" or "L.P." as required by paragraph 6(1), be followed by the words "with variable share capital" or by "VC” or "V .C.". (4) No person carrying on any business in Malta, other than a Va riable Capital Limited Partnership registered un der this Schedule or a partner therein, shall in any way or manner describe itself or himself or so hold itself or h imself out or reasonably be understood to indicate, or use any name which ind icates or may reasonably be understood to indi cate that it or he is, or is ca rrying on business as, a 344 CAP. 386.] COMP ANIES Variable Capital Limited Partnership registered under this Sche dule or, as the case may be, a partner therein. Without prejudice to the aforesaid, an undertaking which is validly registered under the l aws of a country other than Ma lta with a name which includes "Limited Partnership" o r its abbreviation "LP" or "L.P ." followed by the words "with variable share capital" or by "VC” or "V .C.", or a partner therein, who lawfully carries on business in M alta, shall not be deemed to b e in breach of this sub- paragraph (4) simply by reason of the fact that it uses and car ries on such business under the name by which it is so validly registered in its coun try of registration or, as the case may be, describes himself as a partner in such underta king with such name. A person who contravenes the prov isions of this sub-paragraph s hall be liable to a penalty. (5) A Variable Capital Limited Par tnership shall not issue partl y paid up shares. (6) Without prejudice to the provisions of paragraphs 25 and 35, a V a r i a b l e Capital Limited Partnership may p urchase or redeem its own shar es, directly or indirectly out of the assets of the Limited Partnership, on suc h terms and in such manner as may be provided by the Partnership Deed. (7) Shares of a Variable Capital Limited Partnership which have been purchased or redeemed by such Limited Partnership itself shall be cancell ed and the amount of the Limited Partnership’s issued share capital shall be reduced by the amount of the consideration paid by the Limited Partnership for the purchase of the shares, and nothing in this Act sha ll require a Variable Capital Limited Pa rtnership to create any reserve. (8) Any reference in any provision of this Act, which and to the extent that it applies to a Variable Capital Limited Partnership, to the nomin al value of an issued or allotted share in, or of the issued or allotted share capita l of, a company shall be construed, in the case of a Variable Capital Limited Partnershi p, as a reference to the net asset value. Multi-Class Limited Partnership. 36. (1) A Share Capital Limited Par tnership may be constituted as a multi-class partnership where in terms of its Partnership Deed its capital is, or is capable of being, divided into different classes of shares, not constituti ng any distinct sub-fund. (2) A Multi-Class Limited Partnership may from time to time crea te and offer or issue a new class or classes of shares, in accordance with the provisions of the Partnership Deed, and subject to any approval of the competent authority or any other requirements or conditions as may be applicable to such L imited Partnership under or in terms of the Investment Services Act or regulations issued thereunder or in terms of Investment Services Rules issued by the competent a uthority under and within the meaning of the Investm ent Services Act. Such class o r classes of shares shall not constitute a distinct sub-fund or sub-f unds of the Li mited Partnership. (3) Each class of shares in a Multi-Class Limited Partnership ma y be denominated in a different currency provided that a class of sh ares may be denominated only in one currency. (4) A Multi-Class Limited Partnership may not elect for the segr egation of any of its assets and liabilities. (5) A Multi-Class Limited Partnership having its capital denomin ated in different currencies shall draw up its annual accounts in any o ne of such currencies. (6) The provisions of sub-paragraph (5) shall mutatis mutandis apply to the drawing up of any other reports or financial statements which m ay be required under COMP ANIES [CAP. 386. 345 this Act or by the co mpetent authority. (7) For the purposes of sub-paragraphs (5) and (6), the conversi on from the base currency of a class of shares into the currency in which the an nual accounts of the Multi-Class Limited Partnership are to be drawn up shall be in accordance with generally accepted acco unting principles. Multi-Fund Limited Partnership. 37. (1) A Share Capital Limited Partnership may be constituted as a multi-fund partnership where in terms of it s Partnership Deed its capital is, or is capable of being, divided into different classes of shares, where one clas s or a group of classes of shares constitute a distinct sub-fund of the Limited Partner ship, as may be provided for in the Partnership Deed: Provided that the initial capital may or may not be organized i n one or more sub-funds in terms of this paragraph. (2) A Multi-Fund Limited Partnership may from time to time creat e and offer or issue a new class or classes of shares which may constitute a n ew sub-fund or be comprised in an existing sub-fund or sub-funds of the Limited P artnership, in accordance with the provisions of the Partnership Deed, and sub ject to any approval of the competent authority or any other requirements or conditi ons as may be applicable to such Limited Partn ership under or in terms of the Investment Services Act or regulations issued there under or in terms of Investment Services Rules issued by the competent authority under and within the meaning of the Investment Services Act. (3) A class or classes of shares constituting a sub-fund in a Mu lti-Fund Limited Partnership may be denominated i n a different currency provided that a class of shares may be denominate d only in one currency. (4) A Multi-Fund Limited Partnership having its capital denomina ted in different currencies shall draw up its annual accounts in any o ne of such currencies. (5) The general partner or genera l partners of a Multi-Fund Limi ted Partnership shall maintain proper accounting records of the assets and liab ilities of each sub- fund in the base currency of any class of shares constituting t hat sub-fund. (6) The provisions of sub-paragraph (4) shall mutatis mutandis apply to the drawing up of any other reports or financial statements which m ay be required under this Act or by the co mpetent authority. (7) For the purposes of sub-paragraphs (4) and (6), the conversi on from the base currency of a class of shares into the currency in which the an nual accounts of the Multi-Fund Limited Partnership are to be drawn up shall be in a ccordance with generally accepted acco unting principles. Segregation of assets and liabili ties of Multi-Fund Limited Par tnerships. 38. (1) A Multi-Fund Limited Partnership may in its Partnership D eed elect to have the assets and liabilities o f each sub-fund comprised in t hat Limited Partnership treated for all intents and purposes of law as a patrimony sepa rate from the assets and liabilities of each other s ub-fund of such Limited Partners hip. Where a Multi- Fund Limited Partnership makes the election aforementioned the assets and liabilities of each sub-fund of that Multi-Fund Limited Partner ship shall, for all intents and purposes of law, be deemed to constitute a patrimon y separate from the assets and liabilities of each oth er sub-fund of such a Limited Partnership. (2) Save for such proportion of the liabilities of a Multi-Fund Limited 346 CAP. 386.] COMP ANIES Partnership which by virtue of the Partnership Deed or by virtu e of the terms of the offer or of the issue of the shares constituting a sub-fund are , or are to be attributable to, one or more sub-funds in the proportion established therein , the liabilities incurred in respect of each sub-fu nd shall be paid out of the a ssets forming part of its patrimony and the creditors in respect thereof shall have no cl aim or right of action against the other assets of the Limited Partnership, and the fo llowing rules shall apply: (a) proceedings in relation to the M ulti-Fund Limited Partnership shall respect the legal status of each sub-fund as a patrimony separa te from the assets and liabilities of each other sub-fund of the Limite d Partnership in terms of this Schedule; (b) proceedings shall apply mutatis mutandis to the sub-fund as though it were a distinct legal entity and with such modifications as are necessary to accommodate the fact that the sub-fund is not a Limited Part nership; and any Proceedings in relation to one sub-fund shall not have any effect on the assets of any other sub-fund of the Limited Partn ership or of the Limited Partn ership itself; and (c) where, for the avoidance of doubt, a sub-fund which comprises a separate patrimony in terms of this Schedule is being wound up, a n d where a liquidator of such sub-fund is appointed, the provision s of paragraph 30(7) shall apply solely with respect to such sub-fun d; and accordingly all the powers of th e general partners shall cease solely in respect of that sub-fund. "Proceedings" in this sub-paragr aph refers to any proceedings i n terms of paragraphs 28 to 32 of this Schedule. (3) The general partner or genera l partners of a Multi-Fund Limi ted Partnership shall hold or cause to be held s uch separate records, accounts, statements and other documents as may be necessary to evidence the liabilities and a ssets of each sub- fund as distinct and separate from the assets and liabilities o f other sub-funds in the same Limited Partnership. (4) When a Variable Capital Limited Partnership is established a s a Multi-Fund Limited Partnership and elects to have the assets and liabiliti es of its sub-funds treated as distinct patrimonies, the Partnership Deed as well a s the Partnership Registration Document to be delivered to the Registrar in terms of paragraph 7(3) shall provide that the actual value of any sub-fund shall be at all times equal to the value of the assets of any kind of the particular sub-fund afte r the deduction of such sub-fund’s liabilities, and this in lieu of what is stated in p aragraph 35(2)( c). Non-applicability of articles 186 and 187(1) of the Act. 39. To the extent that they would otherwise (but for the provisions of this paragraph) apply, the provisions of articles 186 and 187(1) of the Act shall not apply to a Multi-Class Limited Partne rship and to a M ulti-Fund Limite d Partnership. Fractional Shares. 40. (1) A Share Capital Limited Partnership may, subject to the p rovisions of the Partnership Deed, issue fract ional shares up to such number of decimal places as shall be specified in the Partnership Deed, and under such term s and conditions as may be stipulated therein. (2) Fractional shares shall be au tomatically consolidated into a whole share of the same class when the fractional shares held by one partner b ecome equal to a COMP ANIES [CAP. 386. 347 whole share. Contributions other than in cash. 41. (1) Without prejudice to paragraph 5(3), the contribution of a partner in a Limited Partnership may only consist of cash or assets capable of economic assessment, and such contributions shall be paid or transferred by the partner to the Limited Partnership within such time or times as specified in t he Partnership Deed, and the following provisions of this paragraph shall apply to a ny such contributions which are non-cash assets contributions. (2) A report on any contribution other than in cash shall be dra wn up before the transfer of the contribution to the Limited Partnership and: (a) in the case of a Share Capital Limited Partnership, if and to the extent that the non-cash contribution is to be transferred to the Limi ted Partnership in consideration for the acquisition of shares ther ein on original subscription, such report shall be drawn up before the Limited Partnership is registered; or (b) in the case of a Share Capital Limited Partnership, if and to the extent that the non-cash contribution is to be transferred to the Limi ted Partnership in consideration for the acquisition of shares on a subsequent issue, such report shall be drawn up before the rele vant shares are issued; or (c) in the case of a Share Capital Limited Partnership which is no t a Variable Capital Limited Partner ship, if and to the extent that the non- cash contribution is to be transferred to the Limited Partnersh ip in consideration for the payment of any unpaid part on shares alre ady subscribed at any previous time, such report shall be drawn up before the transfer of the contribution to the Limited Partnership, by one or more experts who are independent of the Limited Partn ership and approved as provided in the Partn ership Deed (who may also be t he auditors of the Limited Partnership) or, in case of a Limited Partnership withi n the meaning of paragraph 2(1)(a) above which is licensed by the competent auth ority as a collective investment scheme in terms of the Investment Services Act, by s uch person as provided in and in accordance with Investment Services Rules is sued for that purpose by the competent auth ority from time to time. (3) The report referred to in sub-paragraph (2) shall, in the ca se of a Limited Partnership within the meaning of paragraph 2(1)( a) above which is licensed by the competent authority as a collect ive investment scheme in terms of the Investment Services Act, shall be drawn up in such manner and shall contai n such particulars as may be required by Investment Services Rules issued for that pu rpose by the competent authority from time to time (4) The report referred to in sub-paragraph (2) shall, in the ca se of a Limited Partnership other than a Limited Partnership referred to in sub -paragraph (3), shall contain at least a description of each of the assets comprising the non-cash contribution as well as the methods of valuation which have bee n used and: (a) in the case of a Share Capital Limited Partnership other than a Variable Capital Limited Partnership, shall state whether the values arr ived at by the application of these methods correspond at least to the num ber and nominal value, and, where applicable, to the premium on the sha res to be issued for such assets; or 348 CAP. 386.] COMP ANIES (b) in the case of a Variable Capital Limited Partnership, shall s tate whether the values arrived at by the application of these methods at le ast correspond to the net asset value of the shares to be issued fo r such assets. (5) In both cases referred to in sub-paragraphs (3) and (4), the v a l u e o f t h e assets comprising the non-cash contribution shall be deemed to be their fair market value at the time of the transfer thereof to the Limited Partne rship as provided in paragraph 5(3) and shal l be valued accordingly. (6) In all cases, the report refer red to in the foregoing provis ions of this paragraph or a copy thereof shall be kept amongst the records o f the Limited Partnership as provided in paragraph 22 and shall be subject to the provisions of such paragraph 22. (7) The provisions of this paragraph shall be without prejudice to the provisions of paragraph 42. Issue of shares at a discount. 42. (1) It shall be lawful for a Sh are Capital Limited Partnershi p to make a discount to an existing partner who has committed by written ag reement with the Limited Partnership to subscribe for any shares in the Limited Partnership, which discount shall be in considerati on for such commitment, provide d that: (a) such discount shall apply exclusively to any outstanding commi tment arising under the abov e-mentioned agreement; (b) authority theref or is given by the Partnership Deed; (c) the nature of the discount shall be disclosed in the manner re quired by sub-paragraph (2); (d) in the case of a Variable Capital Limited Partnership, in no e vent shall the value of such shares, issued at a discount, be reduced as a result of such discount to below the net asset value at the time the part ner, to whom the discount is being granted, first subscribed for the sh ares in terms of the aforementioned agreement; and (e) in the case of a Share Capital L imited Partnership other than a Variable Capital Limited Partnership, in no event shall the value of suc h shares, issued at a discount, be reduced as a result of such discount t o below the nominal value of such shares. (2) If shares are issued at a disc ount which is in excess of tha t permitted by this paragraph, the holder thereof shall be bound to pay the Limited Partnership an amount equal to such excess, with annual interest at the rate o f two percentage points over the minimum bid rate set by the European Central Bank for the main re- financing operations of the Eurosystem. (3) The conditions specified in sub-paragraph (1) shall be clear ly disclosed in the Partnership Deed, and where the shares of the Limited Partn ership are offered through a prospectus or other offering document issued by the L imited Partnership, they shall at least be disclosed in such prospectus or other of fering document. Pledging of securities of Limited Partnerships. 43. (1) The pledge of shares in a Share Capital Limited Partnersh ip or of other securities in a Limited Partnersh ip shall be subject to the pro visions of this paragraph. COMP ANIES [CAP. 386. 349 (2) Securities may, if the Partne rship Deed so provides or if pe rmitted under the conditions of the offer or the issue of those securities, be pl edged by their holder in favour of any person as security for an obligation. The pledge of securities shall be constituted by means of an instrument in writing entered into b etween the pledgor and the pledgee. (3) Notice of the pledge shall be delivered by the pledgor or th e pledgee to the Limited Partnership within fourteen days of the granting of the pledge. The pledge of securities shall be r ecorded in the register of th e holders of the respective securities. (4) The pledge of securities shall be effective in relation to a third party only from the date of the recording of the pledge in the register of the holders of the respective securities referre d to in sub-paragraph (3): Provided that the Limited Partnership shall, upon a request in writing made by a third party who may show an interest therein, disclose whe ther a pledge of securities has been recorded in th e register of the holders of the respective securities, including the name of the pledgor and the pledgee, the amount o f securities pledged and the date of the recording of the pledge. (5) Saving the provisions of sub-paragraph (4), during the exist ence of a pledge of securities, any transfer or other assignment of the pledged securities made by the pledgor, whether by onerous or gr atuitous title, shall be null and void: Provided that any such transfer or other assignment made with t he consent of the pledgee shall be valid a nd the securities to be transfer red or assigned shall continue to be subject to the pledge. (6) Without prejudice to the right of the pledgee to apply for t he judicial sale of the securities and notwithstanding the provisions of the Civil Code or of the Partnership Deed, in the event of a default under the agreement of pledge and upon giving notice by judicial act to the pledgor and the Limited Pa rtnership, the pledgee shall be entitled to - (a) dispose of the securities which are pledged in his favour; or (b) appropriate and acquire the securities himself; or (c) request the Limited Partnership to purchase or redeem the pled ged securities in settlement of the debt due to him or of part ther eof: Provided that the remedy of the pledgee in sub-paragraph 6( c) above shall only apply if and to the extent that the relevant securities wo uld, in terms of the Partnership Deed or the conditions of the offer or the issue of such securities, entitle the holder thereof to request th e repurchase or redemption ther eof by the Limited Partnership, and such request by the pledgee shall be made in a ccordance with the procedure, and shall be subject to the same terms and condition s, for such repurchase or redemption as set out in the Partnership Deed or the conditi ons of the offer or the issue of the relev ant securities: Provided further that the exercise of any remedies of the pledg ee in sub- paragraph 6( a) to ( c) shall be subject to any securities holding eligibility criter ia and minimum holding requirements as may be applicable in respect of the relevant securities in terms of the Inves tment Services Act and Investme nt Services Rules issued by the competent authority under and within the meaning of the said Act, in terms of the Partnership Deed and, or in terms of the condition s of the offer or the issue of such securities. (7) For the purposes of sub-paragraph (6): (a) in the case where the relevant pledged securities consist of s hares in a 350 CAP. 386.] COMP ANIES Variable Capital Limited Partnership, the value of such securit ies shall be their current net asset value; and (b) in the case of other pledged s ecurities, the value of such sec urities: (i) shall be such value specified, or such value arrived at by t he application of such valuation method specified, in the pledge agreement between the pledgor and the pledgee; or (ii) failing such specification in the pledge agreement as refer red to in sub-paragraph (7)( b)(i), shall be such value as may be established by agreement between the pledgor and the pledgee after notice o f default has been given by the pledgee to the pledgor in terms o f the sub-paragraph (6); or (iii) failing such specification in the pledge agreement as refe rred to in sub-paragraph (7)( b)(i) and failing agreement between the pledgor and the pledgee as referred to in sub-paragraph (7)( b)(ii), shall be the fair value of the securities obtaining on the date of the notice of default referred to in sub-paragraph (6) determined b y a certified public accountant appoi nted by agreement between the pledger and the pledgee at the relevant time or, failing such agreement, appointed by the Ci vil Court, First Hall, on the application of the pledgee: Provided that, notwithstanding what is provided above in this s ub- paragraph, when the pl edgee exercises his remedy under sub-para graph 6( c) above (where applicable), the value of the pledged securities for the purposes of such remedy shall be, and the Limited Partnership shall repurchase o r redeem the relevant securities at, such value which is specified or otherwise calcu lated in terms of the Partnership Deed or the conditions of the offer or the issue of such securities. (8) Where the Partnership Deed or the conditions of the offer or the issue of the pledged securities requires any holder thereof wishing to trans fer such securities to offer them on a pre-emptive basis to other holders of such secu rities, the pledgee shall be obliged, prior to the exercise of the rights granted b y this sub-paragraph (6), to offer any such securities to those other holders at the pric e determined in accordance with sub-par agraph (7), which offer shall be kept op en for at least ten working days. (9) In the exercise of his rights under this paragraph, the pled gee shall only dispose of, appropriate or request the repurchase or redemption of such number of securities as are needed to raise sufficient proceeds to repay the debt due. All remaining securities shall be released to the pledgor. (10) It shall be lawful for the parties to an agreement of pledg e of securities to agree on the person or persons who shall exercise all the right s belonging to the holder of securities, including voting rights and the right to receive income, dividends, profits, interest or any other payments due on such securities: Provided that, should the agreement between the parties not mak e provision for such matters, all rights belonging to a holder of securitie s shall, for the duration of the pledge, be exercised by the pledgor until such time as h e defaults under the agreement of pledge or until the pledgee enforces his security; and in any such case, upon giving notice by a judicial act to the pledgor and the Lim ited Partnership, all the rights belonging to the pledgor shall immediately become ex ercisable by the pledgee: Provided further that, unless the pledgor and the pledgee have otherwise agreed in the pledge agreement an d notice thereof has been give n to the Limited COMP ANIES [CAP. 386. 351 Partnership, income, dividends, profits, interests or any other payments due on securities which are pledged sha ll, during such time as the ple dge is registered in the register of the holders of the re spective securities, be paid b y the Limited Partnership to the pledgee who shall approp riate any such amounts received to the interest due on the debt secured by the pledg e, and, if there is an excess, to the capital. (11) Notice of termination of the p ledge shall be delivered by t he pledgee to the Limited Partnership within fourteen days of the termination of the pledge. The termination of the pledge shall be recorded in the register of the holders of the respective securities. (12) (a) In the case of a pledge of secu rities in a Limited Partnership w h i c h securities are listed and traded on a Maltese regulated market and in respect of which arrangements ha ve been made for the maintenanc e by such regulated market of the rel evant register of the holders t hereof, the provisions of sub-paragraphs (3) to (8) and (11) shall not appl y to such listed and traded securities. The following provisions shall ap ply instead: (i) the pledgor or the pledgee shall deliver within fourteen day s of the granting of the pledge of a l isted and traded security a no tice of the pledge to the Maltese reg ulated market, w hich shall also be served with a notice of termination of the pledge by the pledge e within fourteen days of the termination of the pledge; (ii) the Limited Partnership wh ose listed and traded securities have been pledged shall also be notif ied of the pledge and of its termination within the said periods and the Limited Partnership shall record that fact in the register of the holders of the respective securities; (iii) such pledge of securities s hall be effective in relation t o a third party only from the date of delivery of the notice of the pledg e to the Maltese regulated market and any transfer or other assignme nt made therefrom by the pledgor, whether by onerous or gratuitous title, of the pledged securitie s shall be null and void; and (iv) the pledgee shall, in the ev ent of a default under the agre ement of pledge and upon giving notice by judicial act to the pledgor, t he Maltese regulated market and th e Limited Partnership, have the securities sold through a person duly licensed under the Investment Services Act. (b) In the case of a pledge of securities in a Limited Partnership which are listed and traded on a regulated market other than a Maltese re gulated market, or on an equivalent market in a non-Member State or non -EEA State, the provisions of sub-paragraphs (3) to (8) and (11) sha ll not apply and in the event of a default under the agreement of pled ge, the pledgee shall, upon notice in writing to the pledgor and the Li mited Partnership have the securities sold through a person duly auth orised for this purpose. (c) References in this paragraph to the maintenance by a regulated market of the register of the holders o f the respective securities sha ll be deemed to include a reference to the mai ntenance of the said register by a duly authorised central securities de positary and the delivery of th e notices referred to in this paragraph sh all be constru ed accordingly. Matters subject to Partnership Deed. 352 CAP. 386.] COMP ANIES 44. (1) Without prejudice to the provisions of this Schedule, mat ters relating to the issue and repurchase or rede mption of shares by a Share Cap ital Limited Partnership, the manner and timing and other matters relating t o payment of contributions (including payment on shares in a Share Capital L imited Partnership) by partners in a Limited Partners hip, the manner and timing and other matters relating to payments (whether of profits, return of contributio ns or otherwise) to partners by a Limited Partnership, matters relating to meetings and decisions of partners or any of them, and in general any matters relating to the Limited Partnership, shall be regulated by and shall be made in accorda nce with and subject to the terms and conditions of the Partnership Deed. (2) Without prejudice to the generality of sub-paragraph (1) and without prejudice to the provisions of p aragraphs 25 and 35, a Share Ca pital Limited Partnership may, if and to the extent permitted by the Partners hip Deed, purchase or redeem its own shares, directly or indirectly out of the assets of the Limited Partnership, on such terms and in such manner as may be provide d by the Partnership Deed. Investment Services Rules. 45. Without prejudice to the provisions of article 66A(3) of the A c t , t h e competent authority may issue Inv estment Services Rules in term s of article 6(2)( b) of the Investment Services Act for the better carrying out of t he provisions of this Schedule. Administrative penalties in respect of Limited Partnerships. 46. (1) Where any provision of this Schedule provides for the imp osition of a penalty, the amount of such penalty shall be determined by refe rence to Part II of this Schedule, which specifies the maximum penalty that may be impos ed by the Registrar under any of the provisions of this Schedule. (2) In Part II of this Schedule, the first column indicates the paragraph and sub- paragraph of this Schedule which prescribes that a penalty shal l be imposed, the second column gives a general description of the infringement, which description shall not be relied on in interpreting any provision of this Sc hedule, the third column prescribes the maximum penalty a nd the fourth column prescribes the maximum daily default penalty, if any. The penalty shall become due on the day on which the default occurs and the daily default penalty shall be due for e very day during which the default continues and sha ll accrue from the day following t hat on which the default occurs. (3) Action by the Registrar for the recovery of a penalty under this Schedule shall be prescribed by the lapse of five years from the day on which the default occurs. (4) In relation to penalties raise d under this Schedule, the pro visions of article 401 of this Act shall apply mutatis mutandis . PART II - PENALTIES Paragraph Default Penalty Daily Penalty 6(6) Person other than a Limited Partnership or a partner therein falsely indicating existence of Limited Partnership €500 None 6(7) Person using name falsely indicating existence of Limited Partnership €500 None COMP ANIES [CAP. 386. 353 10(6) Failure of any general partner, vested with administration and representation, to del iver to the Registrar for registration the return of changes in the Partnership Deed, within fourteen days from the change €500 €25 18(3) & (4) Failure of Limited Partnership and any general partner, or failure by person who ceased to be a general partner, as applicable, to notify the Registrar of the cessation of a person as a general partner, within fourteen days as mentioned in paragraph 18(3) or paragraph 18(4), as applicable €500 €25 22(7) Failure by Limited Partnership and any general partner to keep any of the accounting records mentioned for a period of ten years from the date when they were made €1,200 None 22(10) Failure by the Limited Part nership or any general partner to maintain the documents mentioned and as provided, make them available for inspection, and failure in respect of documents which are to be s ent and kept in Malta €500 €25 39(5) Failure by liquidator to notify the Registrar of his appointment, within fourteen days of such appointment €500 €25 30(7) Exercise by any person of the powers pertaining to the general partners or any power of administration or representation of the Limited Partnership after the appointment of the liquidator €1,200 None 30(9) Exercise by any person of the business of the Limited Partnership following its dissolution €1,200 None 30(14) Failure of the general part ners, or the limited partner o r other person vested with the ordinary administration or the liquidator to give notice of dissolution as required by paragraph 30(13) €500 €25 32(2) Failure of general partners to inform Registrar of electio n of a person for custody of records/documents after liquidation, within fourteen days of such election, or of failure to elect such a person, within fourteen days from the failure to elect within the prescribed period for election €500 None 32(3) Failure of liquidator or e lected person to keep records/ documents of the Limited Partnership for prescribed period €1,200 None 32(4) Failure of heirs of liquidator or elected person to delive r records/documents of the Limited Partnership within 6 months after death of liquidator or elected person €500 None 35(4) Person other than a Variable Capital Limited Partnership or a partner therein falsely indicating existence of Variable Capital Limited Partnership €500 None Paragraph Default Penalty Daily Penalty 354 CAP. 386.] COMP ANIES ADMINISTRATIVE PENALTIES Amended by: IV . 2003.170, 172. Substituted by: L.N. 425 of 2007. Amended by: IX. 2008.45; XXII. 2014.23; V .2020.39; XVIII.2024.21. Substituted by: I.2026.42. ELEVENTH SCHEDULE (Article 427) Article Default Penalty Daily penalty 6(9) Failure to indicate particulars concerning commercial partnership on business letters, etc., and officer of commercial partnership failing to state capacity in which he signs a document on behalf of the commercial partnership €465 None 6(10) Liquidator failing t o include statement on business letters, etc., that the commercial partnership is being wound up or failing to include names of li quidators of company being wound up €465 None 7A(4) Failure of partner of partnership en nom collectif to comply with article 7A(2) and (3) €465 €23 10 Any person who knowingly makes use of a name falsely implying the existence of a partnership €2,329 None 19(4) Partners failing to give notice that a person becomes or has ceased to be a partner of a partnership €465 €23 26(2) Partners failing to keep accounting records for ten (10) years €1,164 None 41 Failure to comply with the requirements of articles 36 and 37(3) €465 €23 50(2) Failure to inform the Registrar where a person has been elected to keep the accounting records and the documents of the partnership, or where the partners have failed to elect such a person within fourteen (14) days €465 None 50(3) Failure of liquidator or elected person to keep accounting records and documents of partnership for the prescribed period €1,164 None 50(5) Failure of heirs of e lected person to deliver accounting records and documents of partnership to the Registrar within six (6) months €465 None COMP ANIES [CAP. 386. 355 51A(4) Failure of partner of partnership en nom commandite or limited partnership to comply with article 51A(2) and (3) €465 €23 6 6 ( 6 ) Failure of partner vested with administration or repre sentation to deliver to the Registrar a copy of any documents altering or adding to the deed of partnership of a partnership en commandite or limited partnership the capital of which is divided into shares to the Registrar or failure to deliver amended deed of partnership €465 €23 70(6) Trading or carrying on business under certain prohibited names €465 €23 74(2) Failure of company to deliver to Registrar report of transfer of non-cash asset from subscriber or member €1,164 None 79(5) Failure of officer to deliver a copy of any resolution altering or adding to a company’s memorandum or articles to the Registrar or failure to deliver amended memorandum or articles €465 €23 83(12) Failure of officer to deliver a copy of the notice of reduction of the issued share capital to the Registrar, when applicable €465 €23 85(4) Failure to comply with sub-articles (1) to (3) of article 85 €465 €23 88(11) Failure to comply with sub-articles (6) or (8) of article 88 €465 €23 91 Breach of article 89 in respect of the obligation to issue a prospectus or for the issue of a form of application for shares or debentures €2,329 None 93(2) Issue of a prospectus before registration thereof €2,329 €46 96A(2) Failure of officers to provide Registrar with notice that the company issued an offer of securities to the public in a third country €500 €25 97(5) Failure of company and its officers to keep in a separate account money received from applicants in pursuance of a prospectus €2,329 €46 103(2) Failure to comply with article 103(1) €465 €23 104(3) Failure of directors to convene a general meeting in case of serious loss of capital €465 €23 106(2) Failure of officers of company to provide Registrar with a copy of resolution for company to acquire its own shares otherwise than by subscription €465 €23 Article Default Penalty Daily penalty 356 CAP. 386.] COMP ANIES 106(8) Failure of officers o f company to deliver to the Registrar for registration a copy of the notice within fourteen days after the cancellation of shares becomes effective €465 €23 113(4) Failure of officer to disclose commissions, discounts or allowance on issue of shares €465 €23 115(6) Failure of officers to provide Registrar with notice of redemption of preference shares €465 €23 119(6) Failure to comply with sub-articles (2) and (5) of article 119 €465 €23 120(4) Failure of officers of company to comply with provisions with regard the issuance of share certificates €465 €23 123(4) Failure of officers of company to comply with provisions with regard to the register of members €465 €23 124(4) Failure of officers of company to keep proper register of debentures €465 €23 128(3) Failure of officers of company to hold annual general meeting €2,329 €46 133(3) Failure of officers of company to give notice to members of right to vote by proxy at a meeting of the company €465 None 133(5) Officer of company breaching further provisions as to votes by proxy at meetings of the company €465 None 138(8) Failure to appoint a company secretary €465 €23 145(2) Director failing to disclose interest in a contract or a proposed contract €2,329 None 146(2) Officers of company failing to send a return as to change in direct ors, or secretary or representation €465 €23 149(4) Officers of company failing to take minutes of general meetings and all proceedings at a director’s meeting and to keep minute book at registered office €1,164 None 151(6) Officers of company failing to give notice to Registrar of default in appointment of auditors €465 €23 1 5 4 ( 3 ) Officer and auditors of subsidiary undertaking failing to give information to auditors of parent company €465 None 154(4) Officers of parent company failing to provide auditors with information concerning overseas subsidiary €465 None 157(2) Officers of company failing to give notice to Registrar of resolution removing an auditor €465 €23 159(3) Officers of company failing to give notice to Registrar of resignation of an auditor €2,329 €46 Article Default Penalty Daily penalty COMP ANIES [CAP. 386. 357 160(5) Directors failing to take reasonable steps to convene a meeting requisitioned by a resigning auditor €2,329 None 162(1) Auditor failing to comply with requirements of article 161 upon ceasing to hold office €1,164 €34 162(3) Officers of company failing to comply with article 161 upon an auditor’s ceasing to hold office €1,164 €34 163(7) Officers failing to keep accounting records for ten years €1,164 None 176(4) Directors approving annual accounts which do not comply with the provisions of this Act €2,329 None 176(5) Officers of company issuing or delivering to Registrar annual accounts not duly signed €465 None 177(4) Directors failing to comply with requirements as to Directors’ report €1,164 None 178(4) Officer circulating, filing or delivering to the Registrar unsigned directors’ report €1,164 None 179(7) 179C(4) Officers of company failing to state names of auditors in auditors’ report or assurance report €465 None 180(4) Company and its officers fa iling to send copies of annual accounts to persons entitled to receive such copies €1,164 None 180(6) Officers of company failing to provide document on demand by person entitled to it €465 €23 181(3) Directors failing to lay annual accounts or laying annual accounts that do not comply with this Act before a general meeting €2,329 €46 183(6) Directors failing to deliver or delivering defective annual accounts, or defective information related to sustainability reporting in the directors’ report to the Registrar €2,329 €46 184(3) Officers of company failing to file annual return €2,329 €46 209(2) 209(3) Officers of private company offering shares or debentures for sale to the public, or allotting or agreeing to allot any shares in or debentures of the company, or allowing any equity securities of the company to be admitted to listing or trading €2,329 None 212(6) Officers of company failing to deliver notice to Registrar of becoming or ceasing to be a single member company €465 €23 212(9) The single member failing to record in writing all agreements between him and the company €1,164 None Article Default Penalty Daily penalty 358 CAP. 386.] COMP ANIES 213C(4) Failure of directors or persons to comply with provisions relating to reporting obligations under articles 213B, 213C, 213D and Part II of the Fourth Schedule €2,329 €46 226(6) Persons breaching article 226 on preparation of statement to official receiver as to affairs of company ordered by court to carry out winding up €2,329 €46 265(2) Officers of company failing to deliver to the Registrar notice of resolution for dissolution and voluntary winding up €465 €23 270(4) Directors failing to summon general meeting or failing to apply to the court for appointment of a liquidator €2,329 €46 272(2) Liquidator failing to summon meeting of creditors where a company is unable to pay debts €2,329 None 273(2) Liquidator failing to hold a general meeting where winding up continues for more than twelve (12) months €1,164 None 274(2) Liquidator failing to provide Registrar with a copy of the winding up account or a return of the general meeting on members’ voluntary winding up €465 €23 274(3) Liquidator failing to call final meeting in members’ voluntary winding up €465 None 278(6) Directors failing to comply with requirements as to creditors meeting following resolution for dissolution and voluntary winding up €2,329 None 279(3) Failure of directors to apply to the court to appoint liquidator €2,329 €46 283(2) Liquidator failing to summon meetings of company and of creditors where winding up continues for more than twelve (12) months €465 None 284(2) Liquidator failing to provide Registrar with a copy of winding up account or a return of the company and creditors’ meetings on a creditors’ voluntary winding up €465 €23 284(3) Liquidator failing to call general meeting or creditors’ meeting on creditors’ voluntary winding up €1,164 None 290(2) Liquidator failing to notify Registrar of his appointment €465 €23 322(2) Liquidator failing to comply with periodic reporting requirements €1,164 €34 324(3) Liquidator failing to keep accounts, accounting records and documents of the company during the period specified €1,164 None Article Default Penalty Daily penalty COMP ANIES [CAP. 386. 359 327(4) Officer failing to annex to memorandum a copy of court’s order, compromise or arrangement €465 €23 328(6) Company and officers failing to comply with the requirements of article 328 €2,329 None 328(7) Director of the company failing to give notice to the company and to any debenture holder of such matters relating to himself as may be necessary for the purposes of article 328 €2,329 None 329(5) Failure to deliver a copy of the court order for the sanctioning of a compromise or arrangement to the Registrar €465 €23 389 Officer or agent of overseas company failing to comply with provisions as to registration or returns of oversea company €465 €23 399A(1) Liquidator, officer or agent of oversea company failing to give notice to Registrar of winding-up of overseas company or closure of branch or place of business €465 €23 399A(2) Liquidator of overseas company failing to notify Registrar of his appointment €465 €23 Article Default Penalty Daily penalty 360 CAP. 386.] COMP ANIES TABLE OF CONCORDANCE 1. Short title. 1 2. Interpretation. 2 to the extent that the definitions are contained therein 3. Law governing commer cial partnerships. 5 4. Formation of partnership. 4 5. Different kinds of partnerships. 4 (1) 6. Indication of particulars concerning partnerships in business letters, etc. 6 7. Definition. 7 8. Agreement to pay share of profits. 8 9. Partnership-name. 9, 18 10. Penalties for use of partnership-name including name of fictitious person, etc. 10 11. Contributions deemed to be made in ownership. 11 12. Contribution of a debt owing to a partner. 12 13. Valuation of contribution. 14 ( e) 14. How partnership i s constituted. 13 15. Contents of deed of partnership. 14 16. Registration of deed s of partnership. 15 17. Duty of Registrar and ef fect of registration. 16 18. Where certificate of regi stration is not issued. 17 19. Changes in deed of partnership. 19 20. Where alteration consists in change of partnership-name. 20 21. Reductions in contribution of a partner and dissolution of a p artnership before period fixed for its duration. 21 22. Right of creditors of a partner to oppose enlargement of duration of a partnership. 22 23. Duties of Registrar of Courts. 23 24. How deed of partnership may be altered. 24 TWELFTH SCHEDULE Amended by: IV . 2003.169. (Article 3) Articles of Ordinance Marginal note for the article i n the Ordinance Articles of Act COMP ANIES [CAP. 386. 361 25. Administration an d representation of a partnership. 25 (1) 26. How partnership may be bound. 25 (2), (3) 27. New partners. 27 28. Distribution of profits. 28 29. How rights of creditors of a partner are enforceable. 29 30. A partner may not compe te with partnership. 30 31. Death of a partner. 31 32. Expulsion of a partner. 32 33. Cessation of membership. 33 34. Rights of persons ceasing to be partners. 34 35. Dissolution of partnerships en nom collectif . 35 36. Notice of dissolution. 36 37. How a partnership en nom collectif may be wound up. 37 38. Power to remove liquidator. 38 39. Remuneration of liquidator. 39 40. Costs of winding up payable in priority to other claims. 40 41. Penalty. 41 42. Powers until provision is made for winding up. 42 43. Duties of partners vested with administration. 43 44. Powers of liquidators. 44 45. Liquidator not to distribute assets before paying debts. 45 46. Duty of liquidator to give information, to render account and prepare scheme of distribution. 46 47. Rules applicable to distribution of assets. 47 48. Approval of accounts and scheme of distribution. 48 49. Striking of name of par tnership off register. 49 50. Preservation of books of accounts, etc., after dissolution. 50 51. Definition. 51 52. Applicability of provisions governing partnerships en nom collectif. 5 2 53. Partnership-name. 53 54. Contribution of limited partner not to include personal services. 54 55. Contents of deed of partnership. 55 56. Rights of general partners. 56 362 CAP. 386.] COMP ANIES 57. Administration and representation. 57 58. Appointment of partners to administer and represent partnership. 58 59. Limited partner cannot take part in management of partnerships. 59 60. Communication of yearly accounts to limited partners. 60 61. Article 30 not to apply to limited partners. 61 62. Limited partner not b ound to restore profits received in good faith. 62 63. Assignment of interest by limited partner. 63 64. Death of limited partner. 64 65. Dissolution of partnership en commandite . 65 66. Division of capit al into shares. 66 67. Definition. 67 68. How company is constituted. 68 69. Contents of memorandum. 69 70. Name of company. 70 71. Objects of company. 71 72. Minimum share capital. 72 73. Articles of association. 75 74. Registration of memorandum and articles. 76 75. Duty of Registrar and ef fects of registration. 77 76. Where certificate of regi stration is not issued. 78 77. Alterations and additions to memorandum and articles. 79 78. Reduction of share capital. 83 79. Change of name of company. 80 80. Alterations in me morandum o r articles increasing liability to contribute to share capital not to bind existing members without consent. 81 81. Authentication of documents. 82 82. Issue of applications for shares in or debentures of a comp any to be made with a prospectus. 89 83. Dating of prospectus and matters to be stated therein. 90 84. Penalty. 91 85. Prospectus including a statement by experts. 92 86. Registration of prospectus. 93 87. Restriction on alterat ion of terms mentioned in prospectus. - COMP ANIES [CAP. 386. 363 88. Civil liability for mis-statements in prospectus. 94 89. Document containing offer of shares or debentures for sale to be deemed prospectus. 95 90. Interpretation of provisions relating to p rospectus. 96 91. No allotment of share capital unless seventy-five per cent subscribed. 97 92. No allotment after la pse of three months from issue of prospectus. - 93. Time of the opening of the subscription lists. 99 94. Revocability of applications for shares or debentures. 100 95. Return as to allotments. 103 96. Company may not hold its own shares. 105, 106, 107, 108, 109,112 97. Company may not hold shares in its holding company nor provide fin ancial assistance for purchase of or subscription for its own, or its holding company’s shares. 110 98. Conditions for payment of commissions, discounts, etc. 113 99. Application of premi um received on issue of shares. 114 100. Redeemable preference shares. 115 101. Rights of holders of special classes of shares and variations thereof. 116 102. Numbering of shares. 117 103. Transfer of shares. 118 104. Registration of transfer at request of transferor. 119 105. Issue of certificates. 120 106. Share warrants. 121 107. Register of members. 123 108. Register of debentures. 124 109. Inspection of registers. 125 110. Power to close registers. 126 111. Statutory meeting. - 112. Holding of annual general meeting. 128 113. Penalty. 128(3) 114. Convening of extraordinary general meeting on requisition. 129 115. Length of notice for calling meetings. 130 116. General provisions as to meetings and votes. 131 117. Power of court to order meeting. 132 (1) 118. Proxies. 133 364 CAP. 386.] COMP ANIES 119. Right to demand a poll. 134 120. Extraordinary resolutions. 135 121. Directors. 137 122. Restrictions on appointment of director. 139 123. Removal of directors. 140 (1) to (5) 124. Casual va cancy. 140 (6) 125. Disqualification for appointment as director. 142 126. Director may not compete with company. 143 127. Prohibition of loans, etc., to directors. 144 128. Duty of director to disclose interest in a contract with company. 145 129. Return as to changes among directors. 146 130. Joint and several liability of directors. 147 131. Provisions as to liability of officers and auditors. 148 132. Minutes of proceedings. 149 133. Keeping of books of account. 163 134. Profit and loss account and balance sheet. 181, 182 135. General provisions as to contents and form of accounts. 167 136. Signing of balance sheet. 176 137. Directors’ report to be attached to ba lance sheet. 177, 18 1 138. Inspection of accounts. 180 139. Penalty. Incorporated in relevant articles 140. Appointment and remunerati on of auditors. 151, 152, 156 141. Disqualification for appointment as auditor. 153 142. Auditor’s report. 179,181 143. Right of access to books and to attend at general meetings. 154, 155 144. Annual return. 184 145. Documents to be annexed to annual return. 183 146. Penalty. Incorporated in relevant articles 147. Definition. 209 148. Provisions not applicable t o private companies. Incorporat ed in relevant articles 149. Exemption of private company from requirements of article 145, etc. 211 150. Dissolution of companies. 214 151. Notice of dissolution and calling of meeting for appointment of liquidator. 265, 279 COMP ANIES [CAP. 386. 365 152. Appointment, removal and remuneration of liquidator. 270, 278, 279, 281, 289, 293 153. Notice of appointment of liquidator. 290 154. Penalty. Incorporated in relevant articles 155. Powers of directors and convening of general meetings. 267, 295 156. Applicability of articles 43, 44 and sub-article (1) of article 45. 287, 288 157. Calls for payment of unpaid share capital. 288 158. Duties of liquidator where winding up continues for more than one year. 273, 283 159. Duties of liquidator when affairs have been completely wound up. 274, 284 160. Approval of accounts and scheme of distribution. 275, 285 161. Name of company to be struck off the register. 275, 285, 3 24 162. Conversion of partnerships. 330 163. Amalgamation of partnerships. 337, 343, 357 164. Registration of the conversion or amalgamation of partnerships. 331, 338, 350 165. Where partnership ceases to exist on conversion or amalgamation. 332, 339, 343 (4) 166. Partners with unlimited liability to remain bound unless creditors consen t to conversion. 333, 340 167. Rights of creditors to oppose conversion or amalgamation. 334, 341, 351 168. Continuing or new partnership succeeds partnership ceasing to exi st. 335, 342, 354 (1) 169. Definition. 376 170. Consent of associates required for admission of other associates. 377 171. Relations of parties vis-à-vis third parties and among themselves. 378 172. Only associating pa rty acquires rights and assumes obligations. 379 173. Rights of associating party and of associates. 380 174. Liability of associate. 381 175. Agreements allowed between parties. 382 176. No formalities required for association en participation . 383 177. Application of articles 178 to 182. 384 178. Documents, etc., to b e delivered by oversea companies carrying on business in Malta. 385 366 CAP. 386.] COMP ANIES 179. Return to be deliver ed by oversea company where documents, etc., altered. 386 180. Accounts of oversea company. 387 181. Other obligations of oversea company. 388 182. Penalties. 389 183. Application of articles 184 to 187. 384 184. Documents, etc., to b e delivered by oversea partnerships carrying on business in Malta. 385 185. Return to be delivered by oversea partnerships where documents, etc., altered. 386 186. Other obligations of oversea partnerships. 388 187. Penalties. 389 188. Dating of prospectus and particulars to be contained therein. 391 189. Application of articles 85, 86 and 88. 393, 396, 397 190. Interpretation of provisi ons as to prospectuses. 398 191. Power of Prime Minister to appoint Registrar. 400 192. Additional duties of Registrar. 401 193. Powers of Registrar to investigate affairs of partnership. 403 to 423 194. Inspection, etc., of documents kept by Registrar. 424 195. Power of Minister to make regulations 425 First Schedule Regulations for management of a limited liability company First Schedule Second Schedule Matters to be set out in a prospectus and reports to be set out therein Second Schedule Third Schedule General provi sions as to balance sheet and profit and loss account 168, Third Schedule Fourth Schedule Contents and form of annual return Seventh Sche dule 1 Short title - 2 Other enactments - 3 Interpretation 2 4 Investment Companies with variable share capital 84 5 Name of company 70 (3) and (6) Articles of Commercial Partnerships (Special Provisions) Act, 1994 Marginal note for the article in the Commercial Partnerships (Special Provisions) Act, 1994 Articles of Act COMP ANIES [CAP. 386. 367 6 Accounts of investment company with variable share capital 169 7 Trustees and nominees 127 8 Share Capital in a conve rtible currency 186, 187 9 Power to make regulations - Schedule - Accounts and Director’s report of an investment company with variable share capital Fifth Schedule