MALTA ENTERPRISE CORPORATION g CAP. 463.  1
CHAPTER 463
MALTA ENTERPRISE CORPORATION ACT
To make provision for the establishment of a corporation in Malta to
promote the establishment and expansion of business enterprises in Malta,
to determine its functions and powers and to provide for matters ancillary
or incidental thereto.
11th August, 2003
ACT VIII of 2003.
PART I
Preliminary
Short title.
Corporation Act.
Interpretation.
"committee" means a committee of the Corporation established
under articles 12 and 13;
"directors" means the members appointed to the Board of
Directors of the Corporation under article 6;
"effective date" means the date, established by the Minister, for
the coming into force of this Act;
"financial year" means any period of twelve months ending on
the 31st day of December of each year or such other date as may be
determined by the Board with the concurrence of the Minister:
Provided that the first financial year of the Corporation
shall commence on the coming into force of this article and shall
end on the 31st day of December of the next following year;
"Malta" has the same meaning as is assigned to it by article 124
of the Constitution of Malta;
"secretary" means the secretary of the Board appointed in terms
of article 14;
"the Board" means the Board of Directors of the Corporation
established under article 6;
"the Chairman" means the Chairman of the Board of Directors
appointed under article 7;
"the chief executive officer" means the chief executive officer of
the Corporation appointed under article 9;
"the Corporation" means Malta Enterprise, a corporation
established under article 3;
"the Minister" means the Minister responsible for economic
policy and includes, to the extent of the authority given, any person
authorised in that behalf for any purpose of this Act.
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PART II
Establishment and Functions of the Corporation
Establishment of 
the Corporation.
3. (1) There shall be a corporation, to be called Malta
Enterprise, to perform the functions assigned to it under this Act.
(2) The Corporation shall be a body corporate having a distinct
legal personality and be capable, subject to the provisions of this
Act, of entering into contracts, of acquiring, holding and disposing
of any property for the purpose of its functions, of suing and being
sued, and of doing all such things and entering into all such
transactions as are incidental or conducive to the exercise or
performance of its functions under this Act.
Functions of 
Corporation.
4. (1) The Corporation shall have the following functions:
( a ) to originate, lead and further initiatives relating to the
economic and social development of Malta;
( b ) to lead Malta’s strategy as relates to all forms of
enterprise, ensuring the implementation of such
activity through a co-ordinated and coherent approach;
( c ) to develop, and to provide the required assistance and
support services to industry and enterprise in Malta;
( d ) to promote Malta as a location for businesses, to assist
and co-ordinate its promotion as such a location;
( e ) to promote, assist and develop the establishment,
competitiveness and internationalisation of business in
Malta;
( f ) to develop the technological, human resource, and
skills bases, and to strengthen the capacity of business
enterprises, to undertake strategic assessment and
formulation, to innovate, and to undertake research,
development and design activities;
( g ) to provide and manage land, sites, premises, services,
and facilities for business enterprises;
( h ) to administer schemes, grants and other financial
facilities requiring the disbursement of funds,
including funds originating from foreign sources;
( i ) to advise the Minister on any matter relating to the
operations and purposes of this Act; and
( j ) to carry out such other functions as may be assigned to
it by the Minister from time to time.
(2) In the exercise of the above functions, the Corporation shall
have power to:
( a ) make all forms of investment, including direct
ownership of business enterprises in its own right or in
partnership with other persons, grant loans and
advances to enterprises, subscribe, underwrite or deal
in shares and debentures of companies, guarantee
loans and advances to other persons, make grants to
enterprises, and manage and control business
MALTA ENTERPRISE CORPORATION g CAP. 463.  3
enterprises: provided that in any such transaction as
aforesaid the investment or liability of the Corporation
shall be made or assumed at fair risk;
( b ) acquire, sell or otherwise dispose of or lease land,
plant, machinery and equipment, and other property,
and to otherwise make available property for use by
other persons;
( c ) manage land, and to develop land, and to carry out
works on land, and to maintain works or assist in their
maintenance;
( d ) provide advisory or other services or facilities in
relation to any of its functions, or to assist in their
provision; and
( e ) generally do all such things as may be incidental or
conducive to the performance of its functions.
Corporation may 
function through 
an agency.
5. The Corporation may, with the approval of the Minister,
exercise its functions under this Act through the agency of other
persons, and may act as agents or otherwise on behalf of other
persons.
PART III
Functions and Powers of the Board
Board of Directors 
of Corporation.
6. (1) The affairs of the Corporation shall be directed by and
shall be the responsibility of the Board.
(2) ( a ) The Board shall consist of not less than six and not
more than ten voting members as the Minister may
from time to time, appoint.
( b ) One of the voting members shall be designated by the
Minister to be Chairman of the Board and another
voting member may be designated as deputy Chairman.
(3) ( a ) The members appointed by the Minister shall be
persons, except as indicated in paragraph ( b ), not being
public officers or staff of the Corporation, who appear
to the Minister to have experience of and show ability
in matters relating to industry, trade, finance,
education, science, the professions, or organisations of
employers or of workers.
( b ) The Minister may appoint not more than two public
officers one of whom to represent the Ministry
responsible for industry and the other representing the
Ministry responsible for finance.
(4) Two members appointed by the Minister from a list of five
persons that are submitted by constituted bodies which in the
opinion of the Minister better represent the interests of the
commercial sector, which constituted bodies will be declared in a
separate legal notice.
(5) There shall be paid to the voting members of the Board
such remuneration, if any, as the Minister may from time to time
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determine.
(6) Each voting member shall hold office for such term and on
such terms and conditions as the Minister may deem proper;
members of the Board shall be eligible for re-appointment.
(7) A person shall not be qualified to be appointed, or to
remain, a member of the Board if he -
( a ) is a member of the House of Representatives;
( b ) is a judge or magistrate;
( c ) is adjudged bankrupt or has entered into any
arrangement with his creditors;
( d ) is interdicted or incapacitated;
( e ) is convicted of an offence affecting public trust, theft,
or fraud or of knowingly receiving property obtained
by theft or fraud;
Cap. 386.
( f ) is subject to a disqualification under article 320 of the
Companies Act.
(8) A voting member of the Board may at any time resign his
office by letter addressed to the Minister and the resignation shall
take effect from the date specified therein, being a date that does
not precede the date of the letter of resignation.
(9) A voting member of the Board may at any time, be removed
from membership of the Board by the Minister if, in the Minister’s
opinion to be stated in the instrument effecting the removal, the
member has become incapable, through ill-health, or any other
reasons of performing his functions, or his removal appears to the
Minister to be necessary for the effective performance by the
Corporation of its functions.
(10) If a voting member of the Board dies, resigns, retires,
becomes disqualified or is removed from office, the Minister may
appoint a person to be a member of the Board to fill the vacancy so
occasioned and the person so appointed shall hold office for the
remainder of the period for which the person who occasioned the
vacancy was appointed.
Chairman. 7. (1) The Chairman shall hold office for such term and on
such terms and conditions as the Minister may deem proper; the
Chairman shall be eligible for re-appointment.
(2) Where the Chairman ceases to hold office as a member of
the Board he shall also cease to hold the office of Chairman.
(3) The Chairman may, at any time, resign from his office as
Chairman by letter sent to the Minister and the resignation shall,
unless previously withdrawn in writing, take effect on the date
specified therein, being a date that does not precede the date of the
letter of resignation.
Deputy Chairman. 8. Where the Chairman is absent from Malta or is temporarily
incapacitated from performing the functions of his office, or is on
vacation, and where the post of Chairman is temporarily vacant, the
Deputy Chairman, if appointed, shall act instead of the Chairman
MALTA ENTERPRISE CORPORATION g CAP. 463.  5
and shall exercise the powers and perform the functions of the
Chairman during such period.
Chief Executive 
Officer.
9. (1) The Chief Executive Officer shall be appointed by the
Board.
(2) The Chief Executive Officer shall be appointed to hold
office for a term not exceeding three years: provided that a Chief
Executive Officer shall be eligible for re-appointment for further
periods each of not more than three years: provided further that in
aggregate no person shall hold the post of Chief Executive Officer
for more than nine consecutive years.
(3) The Chief Executive Officer shall, subject to the direction
of the Board, carry on and manage and control the operations and
business of the Corporation and shall perform such other functions
as may be determined by the Board.
(4) The Chief Executive Officer shall not hold any other office
or position or carry on any business activity without the consent in
writing of the Board.
(5) The Chief Executive Officer may from time to time be
invited to attend meetings of the Board; however, he shall not have
a right to vote.
Meetings of the 
Board.
10. (1) The Board may act notwithstanding any vacancy
among its members: provided a quorum is present at each meeting.
(2) ( a ) The quorum at all meetings of the Board shall be half
the number of voting directors for the time being
constituting the Board and shall in no case be less than
three voting members.
( b ) In the absence of the Chairman at any meeting of the
Board the Deputy Chairman, if appointed, shall act as
Chairman, in the absence of both the Chairman and of
the Deputy Chairman the directors present may select
from amongst themselves a person to act as Chairman
at the meeting.
(3) The decisions of the Board shall be taken by a majority of
the votes of the members present and voting. The Chairman or
other person presiding at the meeting shall have a second or casting
vote.
(4) The Board shall hold such number of meetings as may be
necessary for the performance of its functions, and shall meet not
less than twice in every six months. The Chairman of his own
motion or at the request of any two of the voting directors may at
any time convene a meeting of the Board.
(5) The Board shall cause minutes of each meeting to be kept
and such minutes shall be confirmed at the next successive
meeting. Certified copies of the minutes of any meeting of the
Board shall be forwarded to the Minister on his request.
(6) The Board may make standing orders regulating its own
procedure generally, and, in particular, regarding the holding of
meetings of the Board, the notice to be given of such meetings, the
6 g CAP. 463. MALTA ENTERPRISE CORPORATION
proceedings thereat, the keeping of minutes, the custody,
production and inspection of such minutes, and the opening,
keeping, closing and audit of accounts: provided that subject to the
preceding provisions of this article and of any standing orders made
thereunder the Board may regulate its own procedure.
Representation. 11. (1) The representation of the Corporation shall vest in the
Chairman or in such other person or persons as the Board may by
resolution designate. Notice of any such resolution shall be
published in the Gazette.
(2) Any document purporting to be an instrument made or
issued by the Corporation and signed by the Chairman or by the
Chief Executive Officer and by the Secretary, if any, on behalf of
the Corporation shall be received in evidence and shall, until the
contrary is proven, be deemed to an instrument made or issued by
the Corporation.
Committees. 12. (1) The Board may establish committees, with such terms
of reference as may be decided by the Board, to assist and advise it
in relation to the performance of any of its functions and may
delegate to any such committee any of its functions, whether in
whole or in part.
(2) The members of the committees shall be appointed and
removed by the Board and shall consist of such number of members
as the Board may deem proper. A committee may include persons
who are not members of the Board or officers or employees of the
Corporation. Members of a committee may be removed by the
Board.
(3) A committee may, at any time, be dissolved by the Board:
Provided that this subarticle shall not apply to the Audit
Committee established under article 13.
(4) The Board may regulate the procedure of any committee.
(5) The acts of a committee shall be subject to confirmation by
the Board save where the Board dispenses with the necessity for
such confirmation.
(6) There shall be paid out of the income of the Corporation to
members of a committee such allowances for expenses incurred by
them in the discharge of their functions as the Board may determine
with the consent of the Minister.
Audit Committee. 13. (1) The Board shall establish an Audit Committee with
written terms of reference which clearly lay down the authority and
duties of such committee.
(2) ( a ) The Audit Committee shall meet at least four times a
year.
( b ) Meetings of the Audit Committee shall be chaired by a
voting director of the Corporation.
( c ) The members of the Audit Committee shall be
appointed on such terms and conditions as may be
determined by the Board.
MALTA ENTERPRISE CORPORATION g CAP. 463.  7
(3) Without prejudice to the generality of the provisions of
subarticle (1), the Audit Committee shall have the following
functions:
( a ) oversight of the systems of internal control and risk
management of the Corporation and to assist and
support the Board in discharging its responsibilities in
relation thereto;
( b ) to provide the communication link with external
auditors and to evaluate and co-ordinate the audit and
financial reporting process of the Corporation; and
( c ) to review and assess the effectiveness of management
of the Corporation in its compliance with policies and
in the discharge of its regulatory and compliance
functions.
(4) The Audit Committee shall report to the Board annually and
at such other times as may be directed by the Board.
Staff of 
Corporation.
14. (1) The Corporation may employ, on such terms and
conditions as the Board may determine, such number of persons to
be members of staff of the Corporation, as it may consider
necessary for the proper performance of its functions. One such
staff member shall be designated by the Board to act as its
Secretary. 
(2) The grades of the staff of the Corporation, the numbers of
staff in each grade and the appropriate level of remuneration for
each grade shall be determined by the Board, with the concurrence
of the Minister.
Disclosure of 
interests.
15. (1) Where the Chief Executive Officer, a member of the
Board, a member of staff of the Corporation, a member of a
committee established under articles 12 or 13, or a consultant,
advisor or other person engaged by the Corporation, or a member
of the Board, has any interest in, or material to, any matter which
falls to be considered by the Board, or a committee established
under this Act, he shall -
( a ) disclose to the Board or committee, as the case may
be, the nature of his interest at the first meeting of the
Board or committee after such interest is acquired or in
advance of any consideration of the matter, whichever
is the earlier,
( b ) neither influence nor seek to influence a decision in
relation to such matter,
( c ) take no part in any consideration of such matter,
( d ) if he is the Chief Executive Officer, a member of the
Board, a member of the staff of the Corporation or a
member of a committee established under articles 12
or 13, withdraw from the meeting for so long as the
matter is being discussed or considered and shall not
vote or otherwise act in such capacity in relation to the
matter.
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(2) Where a question arises as to whether or not a course of
conduct, if pursued by a person, would be a failure by him to
comply with the requirements of subarticle (1), the question shall
be determined by the Board and the decision and its motivation
shall be recorded in the minutes of the meeting where it was taken.
(3) Where a disclosure is made to the Board or to a committee
pursuant to subarticle (1), particulars of the disclosure shall be
recorded in the minutes of the relative meeting.
(4) Where a person referred to in this article fails to make the
required disclosure, the Board shall decide the appropriate action
(including removal from office or termination of contract) to be
taken:
Provided that where such person is a voting director of the
Corporation the matter shall be reported to the Minister.
Disclosure of 
information.
16. (1) Save as otherwise provided by this Act and subarticle
(2) or any other law, a person shall not, except where necessary for
the proper performance of his functions, without the consent of the
Board, disclose to any person any non-public information obtained
while performing (or as a result of having performed) duties as -
( a ) a member of the Board;
( b ) the Chief Executive Officer;
( c ) a member of the staff of the Corporation;
( d ) a member of a committee established under articles 12
or 13; or
( e ) an advisor or consultant to the Corporation or an
employee of such person whilst performing duties
relating to such advice or consultation.
(2) Nothing in subarticle (1) shall prevent disclosure to the
Minister of information in a report made to the Corporation or on
behalf of the Corporation.
(3) Saving any disciplinary action which the Board may deem
appropriate to take, any person who violates the provisions of this
article shall be guilty of an offence and shall, on conviction, be
liable to a fine ( multa ) of not less than five hundred liri and not
more than five thousand liri or to imprisonment for a period not
exceeding six months, or to both such fine and imprisonment.
Reports to the 
Minister.
17. (1) The Minister may, from time to time after consultation
with the Corporation, give to the Corporation directions of a
general character, not inconsistent with the provisions of this Act,
on the policy to be followed by the Corporation in carrying out its
functions under this Act.
(2) The Board shall give effect to the directions received from
the Minister under this article.
(3) The Corporation shall provide to the Minister all such
information with respect to the property and exercise of the
functions of the Corporation, and shall furnish him with returns,
accounts and other documents with respect thereto, and shall afford
MALTA ENTERPRISE CORPORATION g CAP. 463.  9
him all required facilities for the verification of information
furnished in such manner and at such times as he may reasonably
require.
PART IV
Financial Provisions
Capital of the 
Corporation.
18. (1) The initial capital of the Corporation shall be one
million liri paid in by the Government. Further capital shall be
raised in such manner as the Minister responsible for finance may,
on the advice of the Corporation, from time to time determine:
Provided that the capital of the Corporation shall be held
entirely by the Government.
(2) The Corporation shall, in return for any moneys and any
property, rights or interests from time to time, paid or transferred to
the Corporation by the Government by way of subscription to the
capital of the Corporation, issue to the Minister responsible for
finance on behalf of the Government capital stock in the amounts
of any moneys so paid and received and in an amount equal in
nominal value to the amount agreed between the Corporation and
the Government as representing the value of any property, rights
and interests so transferred.
Borrowing powers.
Minister responsible for finance, from time to time borrow such
sums as it may require for the purpose of meeting any of its
obligations or discharging any of its functions.
(2) Notwithstanding the provisions of subarticle (1), the
Corporation may without further authority exercise its borrowing
powers for the purpose of borrowing temporarily, by way of
overdraft or otherwise, sums not exceeding in the aggregate one
million liri at any one time outstanding or exceeding such sum
established by the Minister responsible for finance by order
published in the Gazette.
(3) For the purpose of securing any sums borrowed by the
Corporation or any liability assumed by the Corporation in the
exercise of its functions, the Corporation may hypothecate or
charge its property, or any part thereof, and may issue debentures,
debenture stock, bonds or other securities, whether outright or as
security for any debt, liability or obligation of the Corporation or of
any third party.
Funds.
required in the running of its operations.
(2) Such funds shall be managed by the Corporation in such
manner as it may determine; but no part of such funds shall be
applied otherwise than for the purposes of the Corporation.
Income to cover 
expenditure.
21. It shall be the duty of the Corporation to conserve its assets
and to exercise and perform its functions under this Act as to
ensure that the expenditure required for the proper performance of
its functions shall, as far as practicable, be met out of its income.
10 g CAP. 463. MALTA ENTERPRISE CORPORATION
Annual estimates 
and accounts of the 
Corporation.
22. (1) The Corporation shall in each financial year cause to
be prepared and shall adopt estimates of income and expenditure of
the Corporation for the following financial year.
(2) The Corporation shall cause to be kept proper accounts and
other records in respect of its operations and transactions, and shall
cause to be prepared a statement of accounts in respect of each
financial year.
(3) The accounts of the Corporation shall be audited by an
auditor or auditors appointed by the Corporation from year to year.
(4) The Corporation shall, not later than four months after the
end of each financial year, cause a copy of a statement of its
audited accounts to be sent to the Minister and to the Minister
responsible for finance together with a copy of the report of the
auditor or auditors with respect to such statement.
Annual report. 23. (1) The Corporation shall, not later than four months after
the end of each financial year, make and transmit to the Minister a
report of its activities during that year, containing such information
relating to the functions and to the proceedings of the Corporation
as the Minister may, from time, to time, require, together with the
audited accounts as provided under article 22.
(2) The Minister shall cause a copy of every such report and
accounts to be laid on the Table of the House of Representatives
within two weeks, or, if at any time the House is not in session,
within two weeks from the beginning of the next following session.
PART V
Transitory Provisions
Transfer of 
undertakings.
24. (1) With effect from the effective date and subject to the
provisions of article 27, all the undertakings to which this article
applies shall, by virtue of this Act and without further assurance, be
transferred to, and shall vest in the Corporation under the same title
by which they were held by the Malta Development Corporation or
by the Malta External Trade Company Limited or by the Institute
for the Promotion of Small Enterprise Ltd, immediately before such
date.
(2) ( a ) The Minister may by order from time to time direct
that any undertaking held by any organisation or entity
referred to in the order shall by virtue of the order,
subject to the provisions of article 27 vest in the
Corporation in the same manner as they were held
immediately before the effective date of the order by
such organisation or entity.
( b ) The provisions of paragraph ( a ) shall apply with regard
to an organisation or entity which is wholly owned,
directly or indirectly, by the Government or a
corporation established by law.
( c ) The provisions of articles 25 and 26 shall  mutatis
mutandis  apply to any undertaking in respect of which
an order is made by the Minister in virtue of paragraph
MALTA ENTERPRISE CORPORATION g CAP. 463.  11
( a ).
(3) For the purposes of this Part of the Act, "undertakings"
shall include all stocks and other property movable or immovable,
assets, powers, rights, privileges held or enjoyed in connection
therewith or appertaining thereto, as well as all liabilities and
obligations affecting or relating to any of the aforesaid
undertakings or other thing included therein as aforesaid.
Construction of 
existing laws, 
contracts, etc.
25. Subject to article 27 and to the other provisions of this Act,
all laws, rules, regulations, orders, judgments, decrees, awards,
deeds, bonds, advances, contracts, agreements, instruments,
documents, warrants and working arrangements, subsisting
immediately before the appointed day, affecting or relating to the
Malta Development Corporation or by the Malta External Trade
Company Limited or by the Institute for the Promotion of Small
Enterprise Ltd, or to which any of the said entities was a party,
shall be of as full force and effect against or in favour of the
Corporation, and shall be enforceable as fully and effectually as if,
instead of the said entities, the Corporation had been named therein
or had been a party thereto.
Transitory 
provisions.
26. (1) Subject to the provisions of article 27, where anything
has been commenced by or under the authority of the Malta
Development Corporation or the Malta External Trade Company
Limited or the Institute for the Promotion of Small Enterprise Ltd,
prior to the effective date and such thing is in relation to any of the
transferred undertakings, such thing may be carried on and
completed by or under the authority of the Corporation.
(2) Where immediately before the effective date any legal
proceeding is pending to which the Malta Development
Corporation or the Malta External Trade Company Limited or the
Institute for the Promotion of Small Enterprise Ltd is or is entitled
to be a party, and such proceeding refers to any of the transferred
undertakings, the Corporation shall, with effect from the effective
date, be substituted in such proceeding for the relative entity, as the
case may require, or shall be made a party thereto in like manner as
any of the said entities, as the case may be, would have become,
and such proceeding shall not abate by reason of the substitution.
(3) The Minister may by order make such incidental,
consequential and supplemental provisions as may be necessary or
expedient for the purpose of securing and giving full effect to the
transfer of any undertaking to the Corporation by or under this Act
and may make such orders as may be necessary to make any powers
and duties exercised by the Malta Development Corporation, the
Malta External Trade Company Limited or by the Institute for the
Promotion of Small Enterprise Ltd, in relation to any of the
transferred undertakings, exercisable by and on behalf of the
Corporation.
Exclusions.
entity indicated hereunder shall not be transferred to the
Corporation:
( a ) title to the premises from which the Malta
12 g CAP. 463. MALTA ENTERPRISE CORPORATION
Development Corporation, was operating prior to the
effective date;
( b ) all court proceedings and pending litigation
commenced, prior to the effective date, between any
one of Malta Development Corporation, the Malta
External Trade Company Limited, or the Institute for
the Promotion of Small Enterprise Ltd, and any of the
employees of any one of the said entities, whether
former or then current;
( c ) obligations arising out of:
(i) all contracts of employment with any
employees, and
(ii) all contracts for service with any agents,
advisors or any service providers entered into
and effective prior to the effective date, between
any of the persons mentioned in subparagraphs
(i) and (ii) and any one of the Malta
Development Corporation, the Malta External
Trade Company Limited or the Institute for the
Promotion of Small Enterprise Ltd.
(2) All rights and proceedings relative to any of the matters
referred to in subarticle (1) hereof shall upon the effective date be
exercised by, instituted or continued by or against the Attorney
Genera1 or such other public officer in the name of the Government
or the Minister may from time to time by notice in the Gazette
determine.
PART VI
Miscellaneous
Winding up of 
Corporation.
28. The Corporation shall not be wound up except by or under
the authority of an Act of Parliament.
Repeal, etc.
Cap. 202.
29. * (1) The Malta Development Corporation Act is hereby
repealed and subject to the provisions of articles 24 to 27 any
reference in any law to the Malta Development Corporation shall
be deemed to be a reference to the Corporation established under
this Act.
(2) The Malta External Trade Company Limited, the Institute
for the Promotion of Small Enterprise Ltd and the Malta Enterprise
Ltd. are without the requirement of any further formality required
by any other law wound up and dissolved.
Transitory 
provision.
30. † Article 3 establishing the Corporation shall be deemed to
have come into force on 1st May 2003 limitedly for the purpose of
recruiting such members of the staff as may be required for the
running of the Corporation upon the coming into force of the other
provisions of this Act and for such purpose until the coming into
force of article 6 the Board of the Corporation shall consist of the
Board of Directors of Malta Enterprise Ltd who for the purposes
*Not yet in force.
†Deemed to have come into force on 1st May, 2003.
MALTA ENTERPRISE CORPORATION g CAP. 463.  13
stated in this article shall be deemed to have all the power, duties
and obligations of the Board of Directors under the foregoing
provisions of this Act.
