Companies Act (Cap. 386), article 84E

84E. (1) (a) The Minister may make regulations in order to: (i) provide for the formation, constitution, authorisation and regula tion of cell companies; (ii) provide for the possibility for a company to convert into a cell company; (iii) provide for all other matters that may arise in connection therewith; and (iv) provide for the better carrying out of the provisions of this sub-article, and, without prejudice to the generality of the foregoing, may , by such regulations, in particular regulate the matters referred t o in article 84A(1)(a) to (f), which shall apply also to this articl e. (b) For the purposes of this article, the term "shipping or aviation business" shall mean all or any of the following: (i) the ownership, operation (under charter, lease or otherwise), administration and management (including personnel engagement, employment or management whether on board or otherwise) of any ship or of any aircraft or aircraft engine and the carrying on of all ancillary financial, security , commercial and other activities in connection therewith; or (ii) the holding of shares or other equity interests in any undertaking, whether Maltese or otherwise, established solely or mainly for the carrying on or carrying out of any one or more of the activities referred to in this definition and the carrying on of all ancillary financial, security , commercial and other activities in connection therewith; or (iii) the activities of a parent company which holds shares or other equity interests in undertakings, whether Maltese or otherwise, where any one or some of these undertakings is establish ed solely or mainly for the carrying on or carrying out of any one or more of the activities referred to in this definition and the carrying on of all ancillary financial, security, commercial and other activities in connection therewith; or (iv) the raising of capital through loans, the issue of guarantees or the issue of securities by an undertaking when the purpose of such activity is to achieve the objects or activities stated in the preceding sub-paragraphs for the undertaking itself or for any other undertaking within the same group; or (v) the carrying on of such other objects or COMP ANIES [CAP. 386. 55 activities within the maritime or the aviation sector and related or connected matters which the Minister may, on the advice of the Authority, from time to time prescribe by regulations. For the purposes of this paragraph the terms "group", "parent company" and "undertaking" shall have the same meaning as is gi ven to them in article 2. (c) F o r t h e p u r p o s e s o f t h i s a r t i c l e t h e t e r m s " c e l l " , "cellular assets" and "cell company" shall have the same meaning, mutatis mutandis , a s i s g i v e n t o t h e m i n t e r m s o f article 84A(2): Provided that for the purposes of this article references to a "com pany" shall also include references to a partnership en commandite or similar or equivalent body corporate, the capital of which is divided into shares. (2) The Minister may further more make regulations which provide for the formation, constitution, authorisation and regu lation of incorporated cell companies and incorporated cells as limited l iability companies with separate legal personality under this Act, and w hich make it possible for such companies to carry on or be engaged i n shipping or aviation business, and for all other matters relate d, connected or ancillary thereto or that may arise in connection therewith. ( 3 ) R e g u l a t i o n s m a d e i n t e r m s o f t h i s a r t i c l e m a y a l s o p r o v i d e for the applicability or inapplicability of, or the total or pa rtial exemption from, any of the provisions of this Act or of any oth er law in force to incorporated cell co mpanies and incorporated cells subject to any modifications, variations or conditions as may be specif ied. Increase in issued share capital and directors’ authority to issue shares. Amended by: IV . 2003.50; XX. 2013.78.