Companies Act (Cap. 386), article 84

84. (1) A company may, by complying with the provisions of this article, be formed as, or be converted into, an investment company with variable share capital. (2) ( a) The memorandum of an i nvestment company with variable share capital shall , in respect of the share capital of the company, state in lieu of the matters specified in article 69( f) that - (i) the share capital of the company shall be equal to the value for the time being of the issued share capital of the company; and (ii) such share capital shall be divided into a specified number of shares without assigning any nominal value thereto; and (b) furthermore, the memorandum of the company shall limit the object of the company to either one of the following - (i) the collective investment of its funds in COMP ANIES [CAP. 386. 49 securities and in other movable and immovable property, or in any of them, with the aim of spreading investment risk; and giving shareholders of the company the benefit of the results of the management of its funds, and in the fulfilment of that object, it shall be entitled to perform any act which is connected with or ancillary thereto; or Cap. 514. (ii) to act and operate as a retirement scheme or retirement fund within the meaning of article 2 of the Retirement Pensions Act ; and (c) the memorandum or articles of the company shall provide - (i) that the actual value of the paid up share capital of the company shall be at all times equal to the value of the assets of any kind of the company after the deduction of its liabilities; and ( i i ) t h a t t h e s h a r e s o f t h e c o m p a n y s h a l l b e purchased by the company directly or indirectly out of the assets of the company, at the request of any of the holders thereof or as otherwise provided by the memorandum or articles of the company. (3) Action taken by a company to ensure that the value of its shares as quoted on a regulated market or any equivalent market in a non-member State or non-EEA State does not deviate from its n et asset value by more tha n a percentage specified in its articles , which deviation shall not be greater than five per cent, shall be regarded as action taken for th e purposes of sub-article (2)( c)(ii). (4) An investment company with variable share capital shall not issue partly paid up shares. (5) The purchase by an investment company with variable share capital of its own shares shall be on such terms and in s uch manner as may be provided by its articles. (6) Shares of an investment company with variable share capital which have been purchased by the company itself shall b e cancelled and the amount of the company’s issued share capital shall be reduced by the amount of the consideration paid by the company for the purchase of the shares, and nothing in this Act shall require an inves tment company with variable share capital to create any reserve. (7) Without prejudice to any requirements that may be imposed on an investment company with var iable share capital pursuant t o any other enactment, the provisions of article 70(1) and (2), a rticles 72, 83, 85 to 88, 97, 103, 105 to 113, 115 and Chapter XI of Pa rt V of this Act, shall not apply to such a company. ( 8 ) N o t w i t h s t a n d i n g a n y o t h e r p r o v i s i o n o f t h i s A c t , a n investment company with variable share capital shall not be obliged to give any of the details in Parts 2 and 3 of the form of annual return set out in the Seventh Schedule, other than the s hare 50 CAP. 386.] COMP ANIES capital of the company and th e number of sh ares issued. (9) Any reference in this Act to the nominal value of an issued or allotted share in, or of the issued or allotted share capita l of, a company shall be construed, in th e case of an investment compan y with variable share cap ital, as a reference to the net asset va lue. Cap. 370. (10) The Minister may, in consultation with the Minister responsible under the Investment Services Act , acting on the advice of the Malta Financial Services A uthority and the Registrar, m ake regulations for the better carry ing out of any of the provision s of this article and without prejudice to the generality of the foregoin g may by such regulations, in particular: (a) make further provision regarding the contents of the memorandum and articles of the company, including provision for the issue of fractional shares; (b) exempt or provide for the exemption of such company, or any category thereof, from any of the provisions of this Act or of any other law in force, subject to such modifications, variations and conditions as may be specified; (c) provide for the constitution and regulation of investment companies with variable share capital as umbrella or multi-class companies, and provide for the constitution of sub-funds, and the different classes of shares that may be issued by such companies; (d) provide for the possibility of apportioning and allocating assets and liabilities between the different sub-fun ds or classes, for considering in dividual sub-funds or classes as separate and distinct entities for such purposes as may be established, and provide for the currency or currencies in which such sub-funds or different classes of shares may be designated; Cap. 370. (e) apply and extend, mutatis mutandis , the provisions of this article to other forms of commercial partnerships which constitute collective investment schemes for the purposes of the Investment Services Act and subject to such variations or modificat ions as may be prescribed; (f) provide for any matter incidental to, or connected with the above. Cap. 514. Cap. 514. (11) The Minister may, in consultation with the Minister responsible under the Retirement Pensions Act , acting on the advice of the Malta Financial Services A uthority and the Registrar, ma ke regulations to apply and extend, mutatis mutandis , the provisions of this article to investment companies with variable share capita l established for the purpose of acting and operating as a retire ment scheme or a retirement fund within the meaning of article 2 of the COMP ANIES [CAP. 386. 51 Retirement Pensions Act and without prejudice to the generality of the foregoing may, by such regulations, provide for any matter referred to in sub-article (10). Power to make regulations regarding cell companies. Added by: XVII. 1998.70. Amended by: IV . 2003.48; IX. 2008.9; XXXIII. 2015.104; V .2020.21. Cap. 403.