                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          1
CHAPTER 168
COMMERCIAL PARTNERSHIPS ORDINANCE *
To regulate commercial partnerships.
( 19th April, 1965 ) †
Enacted by ORDINANCE X of 1962, as amended by Legal Notice 4 of 1963; Acts: I of 1965,
XXI of 1966, XII of 1970; Legal Notice 148 of 1975; Acts: XI of 1977, XXVIII of 1979, IX of
1982, XIII of 1983, XXXIV of 1988, IV of 1991 and XXIV of 1995.
ARRANGEMENT OF ORDINANCE 
*Repealed by Act XXV of 1995 (Chapter 386); but reproduced in view of sections which are still applicable
-  see  Chapter 386.
†See section 1 of the Ordinance as originally enacted, part of which has been omitted under the Statute Law
Revision Act, 1980, and Legal Notice 5 of 1965.
  Sections
Short title  1
Part I.  Preliminary Provisions  2-3
Part II.  General Provisions  4-6
Part III.  Partnership "En Nom Collectif" 7-50
Part IV. Partnership "En Commandite"  51-66
Part V.  Partnership "Anonyme" or Limited Liability Company        67-161
Formation of Company and Matters incidental thereto      67-81
Share Capital and Debentures 82-110
Management and Administration  111-146
Private Companies  147-149
Dissolution and Winding up    150-161
Part VI.  Conversion and Amalgamation of Partnerships  162-168
Part VII.  Association "En Participation"  169-176
Part VIII.  Partnerships constituted or registered outside Malta  177-190
Provisions as to establishment of place of business in Malta  177-187
Prospectuses  188-190
Part X.  General  191-195
SCHEDULES
First Schedule Part I  Regulations for the Management of a Limited Liability
Company
Part II Regulations for the Management of a Private Company 
Second Schedule  Matters to be specified in a Prospectus and Reports to be set
out therein
Part I  Matters to be specified 
Part II  Reports to be set out
Third Schedule Part I  General Provisions as to Balance Sheet and Profit and Loss
Account
Part II   Exceptions for Special Classes of Company 
Part III  Interpretation of Schedule 
Fourth Schedule  Contents and Form of Annual Return
  2  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
Short title. 
Amended by:
L.N. 4 of 1963;
XI. 1977.2.
1. This Ordinance may be cited as the Commercial
Partnerships Ordinance.
PART I 
PRELIMINARY PROVISIONS
Interpretation. 
Amended by: 
I.1965.14;
L.N. 148 of 1975; 
XI. 1977.2; 
IX. 1982.2;
XXIV.1995.362.
2. In this Ordinance, unless the context otherwise requires,
the following expressions have the meaning hereby assigned to
them -
"the court" means the Civil Court, First Hall;
"debenture" includes debenture stock, bonds and other securities
of the company;
"director" includes any person occupying the position of director
by whatever name called;
"Minister" means the Minister responsible for trade and includes,
to the extent of the authority given, any person authorised by the
Minister in that behalf for any purpose of this Ordinance; 
"officer", in relation to a company, includes a director, manager
or secretary, but does not include an auditor;
"prospectus" means any prospectus, notice, circular,
advertisement, or other invitation, offering to the public for
subscription any shares or debentures of a company; 
"Registrar" means the Registrar of Partnerships;
"share" includes stock except where a distinction between stock
and shares is expressed or implied.
Law governing 
commercial 
partnerships.
 3. Commercial partnerships shall be governed by this
Ordinance:
Provided that where no provision is made in this
Ordinance, the usages of trade or, in the absence of such usages, the
civil law shall apply.
PART II 
GENERAL PROVISIONS
Formation of 
partnership.
4. (1) Persons associated for the exercise of one or more acts
of trade may, by complying with the requirements of this
Ordinance, form a commercial partnership.
( 2 ) A commercial partnership has a legal personality distinct
from that of its members.
Different kinds of 
partnerships.
5. A commercial partnership may be either -
( a ) a partnership  en nom collectif;  or
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          3
( b ) a partnership  en commandite;  or
( c ) a partnership  anonyme  or limited liability company.
Indication of 
particulars 
concerning 
partnerships in 
business letters, 
etc.
Amended by: 
XIII. 1983.5.
6. (1) In all business letters, trade catalogues and trade
circulars issued or sent by a partnership, there shall be stated in
legible characters the name and the registered office of the
partnership and there shall be similarly stated, in respect of a
partnership  en non collectif  or of a partnership  en commandite , the
names or initials and the surnames of the persons having the
representation thereof, and, in respect of a limited liability
company, the names or initials and the surnames of the individual
directors and, in the case of a director being a body corporate, the
name of the body corporate.
( 2 ) Where a partnership is being wound up, every business
letter, invoice or other document issued by or on behalf of the
partnership or a liquidator thereof, being a document on or in which
the name of the partnership appears, shall contain a statement that
the partnership is being wound up.
( 3 ) If a partnership fails to comply with any of the
requirements of this section, every person having the
administration or the representation of the partnership and, in
respect of a limited liability company every officer of the company,
and where a partnership is being wound up, every liquidator, who is
in default shall be liable to a penalty not exceeding fifty liri.
PART III 
PARTNERSHIP  EN NOM COLLECTIF
Definition.
partnership-name and has its obligations guaranteed by the
unlimited and joint and several liability of all the partners:
Provided that no action shall lie against the individual
partners unless the property of the partnership has first been
discussed.
Agreement to pay 
share of profits.
8. An agreement to pay a share of the profits of a partnership
to a person in total or partial remuneration for his services shall
not, of itself, make him a partner.
Partnership-name.
name:
Provided that the name of a person who has ceased to be a
partner may be retained in a partnership-name.
Penalties for use of 
partnership- name 
including name of 
fictitious person, 
etc . Amended by: 
XIII. 1983.5.
10. Subject to the provisions of section 9 of this Ordinance -
( a ) any person who knowingly makes use of a partnership-
name which includes the name of a person who is not
partner or the name of a fictitous person or knowingly
makes use of a name falsely implying the existence of
a partnership, shall be liable to a penalty not exceeding
  4  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
five hundred liri;
( b ) whosoever permits or suffers his name to be used in
the name of a partnership of which he does not form
part, shall, for such fact alone, be held liable
unlimitedly and jointly and severally with the partners
for all the obligations contracted by the partnership
under that name.
Contributions 
deemed to be made 
in ownership.
11. Things contributed to the partnership shall be deemed to
have been transferred in full ownership, unless the contrary is
proved: 
Provided that, where any of the partners has contributed his
own services only, the contributions made by the other partners
shall be deemed to have been made in usufruct.
Contribution of a 
debt owing to a 
partner.
12. Where a partner has contributed to the partnership a debt
owing to him, he shall not be discharged until the partnership
obtains payment of the amount for which the debt was contributed
and, in case of non-payment at the due date, he shall be liable,
jointly and severally with the debtor, for the said amount with
interest from the date the debt contributed fell due.
Valuation of 
contribution.
13. Where the value of a thing contributed to the partnership
has not been otherwise determined, the current value thereof at the
date at which its delivery is due shall be deemed to be the true
value.
How partnership is 
constituted.
14. A partnership  en nom collectif  shall not be validly
constituted unless a deed of partnership is entered into and a
certificate of registration is issued under this Ordinance in respect
thereof.
Contents of deed of 
partnership.  
Amended by: 
I. 1965.2.
15. The deed of partnership must state:
( a ) the name, surname and residence of each of the
partners;
( b ) the partnership-name;
( c ) the registered office in Malta of the partnership;
( d ) the objects of the partnership, that is to say, whether
the objects are trade in general or a particular branch
of trade, and, in the latter case, the nature of the trade;
( e ) the contribution of each of the partners;
( f ) the period fixed for the duration of the partnership.
Registration of 
deeds of 
partnership.
16. (1) The deed of partnership shall be delivered for
registration and publication to the Registrar who, being satisfied
that it complies with the requirements of section 15 of this
Ordinance and of subsection  ( 2 )  of this section, shall register it.
( 2 ) Where the deed of partnership is a public deed or a private
writing enrolled in the records of a notary public, an authentic copy
thereof shall be delivered in lieu of the original.
( 3 ) The aforesaid delivery shall be made by any one of the
partners or his authorised agent.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          5
Duty of Registrar 
and effect of 
registration.
17. On the registration of the deed of partnership the Registrar
shall certify under his hand that the partnership is registered and
the partnership shall come into existence and shall be capable of
commencing business under the partnership-name as from the date
of the certificate:
Provided that, if registration is obtained before the date
fixed in the deed of partnership for the commencement of the
partnership, the certificate shall indicate such date, and the
partnership shall come into existence and shall be capable of
commencing business as from such later date.
Where certificate 
of registration is 
not issued.
18. Unless and until a certificate of registration is issued under
this Ordinance in respect of a partnership  en nom collectif  or until
the date indicated in a certificate of registration as the date on
which a partnership  en nom collectif  shall come into existence - 
( a ) any two or more persons carrying on business under a
name falsely implying the existence of a partnership
shall have, as against one another and limitedly to
property acquired from such business, such rights only
as are by law conferred on joint owners;
( b ) any obligation contracted in favour of third parties in
good faith under a name falsely implying the existence
of a partnership shall be jointly and severally binding
on those persons who, if a certificate as aforesaid had
been issued, would have been partners carrying on
business under that name.
Changes in deed of 
partnership.  
Amended by: 
XIII. 1983.5.
19. (1) Every change relating to the administration or the
representation of a partnership, the dissolution of a partnership
before the period fixed for its duration, any enlargement of the said
period not expressly contemplated in the deed of partnership and
generally any alteration or addition to the deed of partnership shall
be made in writing and, subject to the provisions of section 21 of
this Ordinance, shall not take effect unless and until the relative
instrument or, where such instrument is a public deed or a private
writing enrolled in the records of a notary public, an authentic copy
thereof is delivered to the Registrar for registration and publication
and is registered by him.
( 2 ) Where a partner ceases to be a partner or where a person
whose name does not appear in the deed of partnership or in any
alteration or addition thereto becomes a partner of an already
existing partnership, a notice to that effect shall, within one month,
be delivered to the Registrar for registration and publication by the
partner or partners having the administration or the representation
of the partnership.
( 3 ) If default is made in complying with any of the provisions
of subsection  ( 2 )  of this section, the partner or partners having the
administration or the representation of the partnership shall be
liable to a penalty not exceeding two liri for every day during
which the default continues.
  6  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
Where alteration 
consists in change 
of partnership- 
name.
20. Where the alteration to the deed of partnership consists in a
change of the partnership-name, the Registrar shall enter the new
name on the register in place of the former name and shall issue a
certificate of registration altered to meet the circumstances of the
case.
Reductions in 
contribution of a 
partner and 
dissolution of a 
partnership before 
period fixed for its 
duration. 
Amended by:
XI.1977.2.
21. (1) Any reduction in the contribution of a partner, other
than a contribution consisting in personal services, and the
dissolution of the partnership before the period fixed for its
duration shall not be operative until three months from the date of
publication of the statement referred to in paragraph  ( d )  of
subsection  (1)  of section 192 of this Ordinance relating to the
instrument effecting such reduction or dissolution.
( 2 ) Any creditor of the partnership whose debt existed prior to
the registration of the reduction or of the dissolution may object
thereto, by writ of summons, within the period of three months as
aforesaid and, if he shows good cause why it should not take effect,
the court shall either uphold the objection or allow the reduction of
the contribution or the dissolution of the partnership, as the case
may be, on sufficient security being given by the partnership.
Right of creditors 
of a partner to 
oppose 
enlargement of 
duration of a 
partnership. 
Amended by: 
XI.1977.2.
22. Where the duration of a partnership is enlarged beyond the
periods contemplated in the deed of partnership, the separate
creditor of a partner may object to such enlargement by writ of
summons filed within three months from the date of the publication
of the statement referred to in paragraph  ( d )  of subsection  (1)  of
section 192 of this Ordinance relating to the instrument effecting
such enlargement and, upon good cause being shown, the court
shall direct the partnership to liquidate such partner’s interest in the
partnership within three months of the judgment.
Duties of Registrar 
of Courts. 
Amended by: 
XXIV.1995.362.
23. The Registrar of Courts shall, without delay, cause a copy
of any writ of summons filed under sections 21 and 22 of this
Ordinance and of any judgment given thereon to be served on the
Registrar for registration and publication.
How deed of 
partnership may be 
altered.
24. Unless otherwise provided in the deed of partnership, any
alteration or addition thereto may only be made with the unanimous
consent of the partners.
Administration and 
representation of a 
partnership.
25. In so far as the deed of partnership does not otherwise
provide, the administration and representation of the partnership
shall vest in each of the partners severally.
How partnership 
may be bound.
26. (1) A partnership may not be bound in favour of third
parties except by a partner acting under the partnership-name and
having the representation of the partnership either by virtue of the
deed of partnership or by operation of law.
( 2 ) Where any such partner has acted as aforesaid, the
partnership shall be bound even though it derives no benefit.
New partners. 27. (1) Where a person becomes a partner of an already
existing partnership, he shall thereby become liable for all the
obligations of the partnership, even if incurred before the date at
which he became a partner.
( 2 ) Any agreement to the contrary shall be of no effect in
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          7
regard to third parties.
Distribution of 
profits.
28. A partnership shall not distribute profits until it has made
good all losses.
How rights of 
creditors of a 
partner are 
enforceable.
29. The separate creditors of a partner may enforce their rights,
during the continuance of the partnership, on the share of the
profits due to their debtor and, on the dissolution of the partnership,
on such portion of the assets of the partnership as is due to their
debtor on the partnership being wound up.
A partner may not 
compete with 
partnership.
30. (1) A partner shall not, in competition with the partnership
and without the express consent of the other partners, carry on
business on his own account or on account of others or be a partner
with unlimited liability in another partnership.
( 2 ) If a partner acts in contravention of the provisions of
subsection  (1)  of this section, the partnership may, at its option,
either take action for damages and interest against the offending
partner or demand payment of any profit made by him in violation
of the aforesaid prohibition.
( 3 ) The exercise of the rights conferred by subsection  ( 2 )  of
this section shall be barred by the lapse of one year from the date of
the contravention.
Death of a partner.
partnership, in the event of death of one of the partners the
surviving partners shall liquidate the deceased partner’s interest in
the partnership in favour of his heirs, unless the surviving partners
unanimously elect either to dissolve the partnership or to continue
the partnership with the heirs, if, in the latter case, such heirs
accept.
Expulsion of a 
partner.
32. (1) A partner may be expelled from the partnership by a
decision of the majority of the other partners -
( a ) if he is unable to make his contribution or fails to
make it within a reasonable time after being called
upon to do so; 
( b ) if he commits a serious breach of duty as a partner;
( c ) if he contravenes the provisions of subsection  (1)  of
section 30 of this Ordinance;
( d ) if he is interdicted or incapacitated;
( e ) in such other cases for which provision is made in the
deed of partnership.
( 2 ) Any decision taken as aforesaid shall be communicated in
writing to the expelled partner and shall not take effect until the
lapse of fifteen days from the receipt of such communication.
( 3 ) The expelled partner may, by writ of summons filed within
fifteen days from the receipt of the aforesaid communication,
object to the decision and the court shall have power to stay the
execution of the said decision pending its judgment.
( 4 ) Where the partnership consists of two partners only, the
  8  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
expulsion of a partner may only be ordered by the court at the suit
of the other partner. 
Cessation of 
membership.
33. A partner shall cease to be a partner if -
( a ) he is adjudged bankrupt;
( b ) his interest in the partnership has been liquidated
under the provisions of section 22 of this Ordinance.
Rights of persons 
ceasing to be 
partners.
34. (1) A partner who has been expelled or has otherwise
ceased to be a partner shall be entitled to have his interest in the
partnership liquidated.
( 2 ) There shall be included in the liquidation of the interest of a
partner who has been expelled or who has otherwise ceased to be a
partner any profit or loss deriving from business in course of
transaction.
Dissolution of 
partnerships  en 
nom collectif .
35. A partnership  en nom collectif  is dissolved -
( a ) when the period fixed for its duration expires;
( b ) if the undertaking forming its object is completed or
cannot be completed;
( c ) if all the partners so agree;
( d ) if the partnership is adjudged bankrupt;
( e ) if the number of partners is reduced below two and
remains so reduced for more than six months;
( f ) if, in the opinion of the court, there exist grounds of
sufficient gravity to warrant dissolution;
( g ) in such other cases for which provision is made in the
deed of partnership.
Notice of 
dissolution. 
Amended by: 
XII.1970.2.
XXIV.1995.362.
36. On the dissolution of a partnership, and in no case later
than fifteen days after such dissolution, the partners having the
administration or the representation thereof shall deliver to the
Registrar for registration and publication a notice of the
dissolution:
Provided that, where a partnership is dissolved by order of
the court, notice of the dissolution shall be given as aforesaid by
the Registrar of Courts. 
How a partnership 
en nom collectif  
may be wound up.
37. (1) Where the manner in which the partnership is to be
wound up is not provided for in the deed of partnership or is not
determined by agreement between the partners, the partnership
shall be wound up by one or more liquidators.
( 2 ) If the partners do not agree as to the person who is to be
appointed liquidator, the appointment shall be made by the court.
( 3 ) The liquidator shall, within ten days after his appointment,
deliver to the Registrar for registration and publication a notice of
his appointment.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          9
Power to remove 
liquidator.
38. A liquidator, whether appointed by the partners or by the
court, may be removed from office either by the partners, if they so
agree, or by order of the court, on a demand by writ of summons
made by any of the partners, if the court is satisfied that there exist
sufficient grounds to warrant his removal.
Remuneration of 
liquidator.
39. The remuneration of the liquidator may be fixed by
agreement between the partners and the liquidator, failing which it
shall be fixed by the court.
Costs of winding 
up payable in 
priority to other 
claims.
40. All costs, charges and expenses properly incurred in the
winding up, including the remuneration of the liquidator, shall be
payable out of the assets of the partnership in priority to all other
claims.
Penalty.  
Amended by: 
XIII.1983.5.
41. If default is made in complying with any of the
requirements of section 36 and of subsection  ( 3 )  of section 37 of
this Ordinance, every partner or liquidator, as the case may be, who
is in default, shall be liable to a penalty not exceeding two liri for
every day during which the default continues.
Powers until 
provision is made 
for winding up.
42. Until such time as provision is made for the winding up of
the partnership, such acts only as are of ordinary administration
may be performed.
Duties of partners 
vested with 
administration.
43. Where a liquidator is appointed, the partners vested with
the administration of the partnership shall - 
( a ) deliver to the liquidator all the assets and all the books
and other documents of the partnership and shall draw
up accounts relating to their administration for the
period since the preceding accounts; and
( b ) together with the liquidator, draw up a balance sheet
showing the state of affairs of the partnership as at the
date of the dissolution.
Powers of 
liquidators.
44. (1) The liquidator shall represent the partnership and shall
have power to perform all acts conducive and ancillary to the
winding up of the affairs of the partnership:
Provided that he shall not refer any matter to arbitration or
make any compromise unless so authorised in writing by the
partners.
( 2 ) The liquidator shall not undertake any new transaction.
( 3 ) Where more than one liquidator is appointed, they shall act
jointly and shall be jointly and severally liable for their acts, unless
the partners have otherwise provided.
Liquidator not to 
distribute assets 
before paying 
debts.
45. (1) The liquidator shall not distribute any assets of the
partnership among the partners unless either the debts and
liabilities of the partnership have been paid or sufficient funds have
been set aside for the payment thereof.
( 2 ) Where the assets of the partnership are insufficient to meet
its liabilities, the liquidator may demand from the partners payment
of the contribution, if any, due by them, irrespective of the date
when it falls due, and, if necessary, the sums required for the
  10  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
payment of the aforesaid liabilities in the proportion in which the
liabilities of the partnership are to be borne by the partners.
Duty of liquidator 
to give 
information, to 
render account and 
prepare scheme of 
distribution.
46. (1) The liquidator shall, at the request of any of the
partners, inform the partners as to the state and progress of the
liquidation. 
( 2 ) As soon as the affairs of the partnership are wound up, the
liquidator shall render an account of the winding up and of his
receipts and payments and draw up a scheme of distribution.
Rules applicable to 
distribution of 
assets.
47. In the distribution of the assets of a partnership the
following provisions shall apply in so far as no provision in that
behalf is made in the deed of partnership, that is to say:
( a ) where a thing has been contributed in usufruct or
enjoyment, it shall be restored to the partner
contributing it and the partnership shall be held liable
in damages if the thing has perished or deteriorated for
any cause attributable to any of the partners, saving the
right of the partnership to the reimbursement of any
sums so paid against the partner who is at fault;
( b ) the assets of the partnership shall first be applied in
repayment of the contributions and any balance shall
be distributed among the partners in proportion to their
share in the profits of the partnership;
( c ) where it has been agreed that the distribution of the
assets shall be made in kind, the provisions governing
partition of common property shall apply.
Approval of 
accounts and 
scheme of 
distribution.
48. (1) The liquidator shall by judicial act serve on each of the
partners a copy of the accounts and of the scheme of distribution
mentioned in subsection  ( 2 )  of section 46 of this Ordinance.
( 2 ) The accounts and the scheme of distribution shall be
deemed to have been approved by all the partners if no objection
thereto is lodged by writ of summons by any of the partners within
two months of the service of the judicial act referred to in
subsection  (1)  of this section.
Striking of name of 
partnership off 
Register.
49. On the approval of the accounts, the liquidator shall deliver
to the Registrar for registration a notice of such approval and the
Registrar shall thereupon strike the name of the partnership off the
register.
Preservation of 
books of account, 
etc., after 
dissolution.
50. The books of account and the documents of the partnership
shall be kept by the person elected for that purpose by the majority
of the partners and shall be so kept for a period of ten years from
the date at which the name of the partnership was struck off the
register.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          11
PART IV
PARTNERSHIP  EN COMMANDITE
Definition.
name and has its obligations guaranteed by the unlimited and joint
and several liability of one or more partners, called general
partners, and by the liability, limited to the amount, if any, unpaid
on the contribution, of one or more partners, called limited
partners.
Applicability of 
provisions 
governing 
partnerships  en 
nom collectif.
52. The provisions governing partnerships  en nom collectif
shall apply to partnerships  en commandite  except in so far as they
are inconsistent with the provisions of this Part of this Ordinance.
Partnership-name.
the partnership-name of a partnership  en commandite .
( 2 ) If a limited partner permits or suffers his name to be
included in a partnership-name, he shall be bound, in regard to
third parties, unlimitedly and jointly and severally with the general
partners for all the obligations of the partnership.
Contribution of 
limited partner not 
to include personal 
services.
54. The contribution of a limited partner may not include
personal services.
Contents of deed of 
partnership.
55. The deed of partnership, in addition to the particulars
prescribed by section 15 of this Ordinance, shall specify which of
the partners are general partners and which of them are limited
partners, and in default the partnership shall resolve itself into a
partnership  en nom collectif .
Rights of general 
partners.
56. The general partners shall have all the rights and all the
duties of partners in a partnership  en nom collectif .
Administration and 
representation.
57. The administration and representation of the partnership
may only be entrusted to one or more general partners.
Appointment of 
partners to 
administer and 
represent 
partnership. 
58. Unless otherwise provided in the deed of partnership, the
general partners shall have the right to appoint the partners who are
to administer and represent the partnership and to dismiss from
office the partners so appointed.
Limited partner 
cannot take part in 
management of 
partnerships.
59. (1) A limited partner shall not perform any act of
administration nor transact business on behalf of the partnership
except by virtue of a power of attorney given for specified acts or
transactions.
( 2 ) If a limited partner acts in contravention of the aforesaid
prohibition, he shall be bound, in regard to third parties,
unlimitedly and jointly and severally with the general partners for
all the obligations of the partnership and shall moreover be liable to
be expelled from the partnership in accordance with the provisions
of section 32 of this Ordinance.
Communication of 
yearly accounts to 
limited partners.
60. At the end of each financial year the balance sheet and
profit and loss account of the partnership shall be communicated to
  12  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
the limited partners, who, for the purpose of ascertaining their
correctness, shall have a right of access to the books of account and
other documents of the partnership.
Section 30 not to 
apply to limited 
partners.
61. The provisions of section 30 of this Ordinance shall not
apply to a limited partner.
Limited partner not 
bound to restore 
profits received in 
good faith.
62. A limited partner shall in no case be bound to restore
profits received in good faith.
Assignment of 
interest by limited 
partner.
63. Unless the deed of partnership otherwise provides, a
limited partner may assign his interest in the partnership:
Provided that, if the contribution of a limited partner is not
fully paid up, any assignment of his interest in the partnership shall
not have effect, in regard to the partnership, unless it is made with
the consent of all the general partners.
Death of limited 
partner.
64. Unless the deed of partnership otherwise provides, in the
event of death of a limited partner, the partnership shall continue
with his heirs.
Dissolution of 
partnership  en 
commandite .
65. (1) A partnership  en commandite , besides being
determinable for any of the causes mentioned in section 35 of this
Ordinance, shall be dissolved if no general partner or no limited
partner remains, unless, within six months, the partner who has
ceased to be a partner shall have been substituted.
( 2 ) Where no general partner remains, the limited partners
may, for the said period of six months, appoint one of their number
for the performance of acts of ordinary administration.
( 3 ) A limited partner appointed as aforesaid shall not be subject
to the provisions of subsection  ( 2 )  of section 59 of this Ordinance.
Division of capital 
into shares.
66. (1) Without prejudice to the foregoing provisions of this
Part of this Ordinance, the capital of a partnership  en commandite
may be divided into shares.
( 2 ) The provisions relating to shares in a limited liability
company shall apply to the shares in a partnership  en commandite
in so far as they are not inconsistent with the foregoing provisions.
PART V 
PARTNERSHIP  ANONYME  OR LIMITED LIABILITY 
COMPANY
Formation of Company and Matters Incidental thereto
Definition. 67. A partnership  anonyme  or limited liability company
( hereinafter referred to as a "company" )  is formed by means of a
capital divided into shares and has the liability of its members
limited to the amount, if any, unpaid on the shares respectively held
by them.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          13
How company is 
constituted.
68. A company shall not be validly constituted unless a
memorandum of association is entered into and a certificate of
registration is issued under this Ordinance in respect thereof.
Contents of 
memorandum. 
Amended by: 
I. 1965.3.
69. The memorandum of every company must state:
( a ) the name, surname and residence of each of the
subscribers thereto;
( b ) the name of the company;
( c ) the registered office in Malta of the company; 
( d ) the objects of the company;
( e ) the amount of share capital with which the company
proposes to be registered, the division thereof into
shares of a fixed amount, the number of shares taken
by each of the subscribers and the amount paid up in
respect of each share;
( f ) the number of the directors and the name and surname
of the first director or directors, and in the case of any
such director being a body corporate, the name of the
body corporate.
Name of company. 
Amended by: 
XII. 1970.3; 
XIII.1983.5. 
Substituted by: 
XXXIV. 1988.55.
70. (1) Subject to the provisions of this section, a company
may be designated by any name, but such name shall have "limited"
as the last word.
( 2 ) A company shall not be registered by a name which:
( a ) is the same as a name of another registered company or
so nearly similar as in the opinion of the Registrar it
could create confusion; or
( b ) is in the opinion of the Registrar offensive or
otherwise undesirable; or
( c ) has been reserved for registration for another company
upon a notice in writing to the Registrar given not
earlier than three months before the date of the second
request:
Provided that the Registrar shall notify any refusal under
this section without delay to the person requesting the registration.
Cap. 330.
( 3 ) A company shall not be registered by a name which
includes the word "nominee" unless it is a company qualified to be
registered as a nominee company under the Malta Financial
Services Centre Act.
( 4 ) A person or persons trading or carrying on business or other
activity:
( a ) under a name or title of which "limited" or a
contraction or imitation thereof is the last word and
which is not the name of a company duly registered
under this Ordinance; or
  14  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
Cap. 330.
Cap. 331.
( b ) under a name or title which contains the word
"nominee", or a contraction or imitation thereof, and
which is not the name of a company in possession of a
warrant, currently in force, issued under the Malta
Financial Services Centre Act, or the Trusts Act,
authorising such company to act as a nominee
company for the purpose of those Acts,
shall be liable on conviction to a penalty of not less than one
hundred and not more than five hundred liri and to a further penalty
not exceeding ten liri for any day during which the offence
continues.
Objects of 
company.
71. The objects of a company shall be clearly defined and may
not be trade in general.
Minimum share 
capital. 
Amended by: 
XIII. 1983.5.
72. (1) The share capital of a company shall not be less than
five hundred liri.
( 2 ) Where the share capital is five hundred liri, it shall be fully
subscribed in the memorandum, and where it exceeds such amount,
a minimum of five hundred liri shall be subscribed in the
memorandum.
( 3 ) Not less than twenty per cent of the nominal amount of each
share taken shall be paid up on the signing of the memorandum.
Articles of 
association.
73. (1) There may be registered with the memorandum articles
of association signed by the subscribers to the memorandum and
prescribing regulations for the company.
( 2 ) If articles are not registered, or, if articles are registered, in
so far as the articles do not exclude or modify the regulations
contained in the First Schedule hereto, these regulations shall be
the regulations of the company in the same manner and to the same
extent as if they were contained in duly registered articles.
Registration of 
memorandum and 
articles. 
Amended by: 
XII. 1970.4.
74. (1) The memorandum and articles, if any, shall be
delivered for registration and publication to the Registrar who,
being satisfied that all the requirements of sections 68 to 73 and of
subsection  (1)  of section 122 of this Ordinance have been complied
with, shall register them.
( 2 ) Where the memorandum or the articles are drawn up in a
public deed or in a private writing enrolled in the records of a
notary public, an authentic copy thereof shall be delivered in lieu of
the original.
( 3 ) The aforesaid delivery shall be made by any one of the
subscribers to the memorandum or his authorised agent.
Duty of Registrar 
and effects of 
registration.
75. On the registration of the memorandum and articles, if any,
of a company the Registrar shall certify under his hand that the
company is registered, and the company shall come into existence
and shall be capable of commencing business as from the date of
the certificate:
Provided that if registration is obtained before the date
fixed in the memorandum for the commencement of the company,
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          15
the certificate shall indicate such date and the company shall come
into existence and shall be capable of commencing business as
from such later date.
Where certificate 
of registration is 
not issued.
76. All persons carrying on business in the name of a company
in respect of which a certificate of registration has not been issued
under this Ordinance or before the date indicated in a certificate of
registration as the date on which a company shall come into
existence shall be personally and jointly and severally liable for
their dealings with third parties acting in good faith and shall have,
as against one another and limitedly to property acquired from such
business, such rights only as are by law conferred on joint owners.
Alterations and 
additions to 
memorandum and 
articles. 
Amended by: 
I. 1965.4; 
XIII. 1983.5.
77. (1) A company may by extraordinary resolution alter or
add to its memorandum and articles:
Provided that - 
( i ) where the alteration consists in a change of the
registered office in Malta of the company such
alteration may be effected by a resolution of the
directors; and
( ii ) where the alteration consists in the conversion of
any shares into stock or in the reconversion of
that stock into shares, such alteration may only
be made if the shares to be converted are paid up
shares and if the stock is reconverted into paid
up shares, but, if the company is so authorised
by its memorandum or articles, it may by
ordinary resolution convert any paid up shares
into stock and reconvert that stock into paid up
shares of any denomination.
( 2 ) It shall be the duty of the directors to deliver to the
Registrar for registration and publication a copy of any resolution
as aforesaid, authenticated in accordance with section 81 of this
Ordinance, within fifteen days after the date of the resolution.
( 3 ) Any alteration or addition to the memorandum or articles of
a company shall not take effect, unless and until it is registered as
provided in subsection  ( 2 )  of this section.
( 4 ) If default is made in complying with the provisions of
subsection  ( 2 )  of this section, every director of the company who is
in default shall be liable to a penalty not exceeding two liri for
every day during which the default continues.
Reduction of share 
capital. 
Amended by: 
XI. 1977.2;
XXIV.1995.362.
78. (1) Notwithstanding the provisions of the last foregoing
section, where the alteration consists in a reduction of the share
capital and such reduction involves either diminution of liability in
respect of unpaid share capital or the payment to any member of
any paid up share capital, any such reduction shall not take effect
until three months from the date of the publication of the statement
referred to in paragraph  ( d )  of subsection  (1)  of section 192 of this
Ordinance relating to the resolution effecting such alteration:
Provided that if a creditor of the company whose debt
existed prior to the registration of the reduction objects thereto by
  16  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
writ of summons filed within the period of three months reckoned
as aforesaid and shows good cause why it should not take effect,
the court shall either uphold the objection or allow the reduction on
sufficient security being given.
( 2 ) The Registrar of Courts shall without delay cause a copy of
any writ of summons filed under subsection  (1)  of this section and
of any judgment given thereon to be served on the Registrar for
registration and publication.
Change of name of 
company.
79. Where a company changes its name under the provisions of
section 77 of this Ordinance the Registrar shall enter the new name
on the register in place of the former name and shall issue a
certificate of registration altered to meet the circumstances of the
case.
Alterations in 
memorandum or 
articles increasing 
liability to 
contribute to share 
capital not to bind 
existing members 
without consent.
80. Notwithstanding anything in the memorandum or articles
of a company, no member shall be bound by any alteration made in
the memorandum or articles after the date on which he became a
member if and so far as the alteration requires him to subscribe for
more shares than the number held by him at the date on which the
alteration is made, or in any way increases his liability as at that
date to contribute to the share capital of, or otherwise pay money
to, the company:
Provided that this section shall not apply in any case where the
member agrees in writing, either before or after the alteration is
made, to be bound thereby.
Authentication of 
documents.
81. A document or proceeding requiring authentication by a
company may be signed by a director, secretary or other authorised
officer of the company.
Share Capital and Debentures
Issue of 
applications for 
shares in or 
debentures of a 
company to be 
made with a 
prospectus. 
Amended by: 
I. 1965.5.
82. (1) It shall not be lawful to issue any form of application
for shares in or debentures of a company unless the company is
registered and the form is issued with a prospectus which complies
with the requirements of the next following section:
Provided that this section shall not apply to a form of
application issued either - 
( a ) in connection with a  bona fide  invitation to a person to
enter into an underwriting agreement with respect to
the shares or debentures; or
( b ) in relation to shares or debentures which are not
offered to the public.
( 2 ) The issue of a prospectus or of a form of application for
shares in or debentures of a company to existing members or
debenture holders of the company shall not be deemed to be an
offer to the public, whether an applicant will or will not have the
right to renounce in favour of other persons.
Dating of 
prospectus and 
matters to be stated 
therein.
83. (1) Every prospectus shall be dated and shall state the
matters specified in Part I of the Second Schedule hereto and set
out the reports specified in Part II of that Schedule.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          17
( 2 ) A condition requiring or binding an applicant for shares or
debentures to waive compliance with any requirement of this
section or purporting to effect him with notice of any contract,
document or matter not specifically referred to in the prospectus
shall be void.
Penalty. 
Amended by: 
I. 1965.6; 
XIII. 1983.5.
84. Any person responsible for the issue, circulation or
distribution of a prospectus or for the issue of a form of application
for shares or debentures, in contravention of any of the provisions
of section 82 or of subsection  (1)  of section 83 shall be liable to a
penalty not exceeding five hundred liri:
Provided that a director or other person responsible for the
prospectus shall not incur liability if -
( a ) as regards any matter not disclosed he proves that he
was not cognizant thereof; or
( b ) he proves that the contravention arose from an honest
mistake of fact on his part; or
( c ) the contravention was in respect of matters which, in
the opinion of the court, were immaterial or otherwise
such as ought, having regard to all the circumstances
of the case, reasonably to be excused:
Provided further that in the event of failure to include in a
prospectus a statement with respect to matters specified in
paragraph 16 of the Second Schedule hereto, no director or other
person shall incur any liability in respect of the failure unless it be
proved that he had knowledge of the matters not disclosed.
Prospectus 
including a 
statement by 
experts. 
Amended by: 
XIII. 1983.5.
85. (1) A prospectus including a statement purporting to be
made by an expert shall not be issued unless -
( a ) the expert has given and has not, before delivery of a
copy of the prospectus for registration, withdrawn his
written consent to the issue thereof; and
( b ) a statement that he has given and has not withdrawn
his consent as aforesaid appears in the prospectus.
( 2 ) If any prospectus is issued in contravention of the
provisions of this section, every person who is knowingly a party to
the issue thereof shall be liable to a penalty not exceeding five
hundred liri.
( 3 ) In this section the expression "expert" includes engineer,
valuer, accountant and any other person whose profession gives
authority to a statement made by him.
Registration of 
prospectus. 
Amended by: 
XIII. 1983.5.
86. (1) No prospectus shall be issued unless, on or before the
date of its publication, there has been delivered to the Registrar for
registration a copy thereof signed by every person who is named
therein as a director of the company, or by his agent authorised in
writing, and having endorsed thereon or attached thereto - 
( a ) any consent to the issue of the prospectus required by
the last preceding section from any person as an
expert; and 
  18  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
( b ) a copy of any contract required by paragraph 14 of the
Second Schedule hereto to be stated in a prospectus or,
in the case of a contract not reduced in writing, a
memorandum giving full particulars thereof.
( 2 ) If a prospectus is issued in contravention of this section,
every person who is knowingly a party to the issue of the
prospectus shall be liable to a penalty not exceeding five liri for
every day from the date of the issue of the prospectus until a copy
thereof is delivered as aforesaid with the required documents
endorsed thereon or attached thereto.
Restriction on 
alteration of terms 
mentioned in 
prospectus.
87. The terms of a contract referred to in the prospectus shall
not, previously to the statutory meeting, be varied except subject to
the approval of the said meeting.
Civil liability for 
mis-statements in 
prospectus.
88. (1) The persons who are responsible for or who have
authorised the issue of a prospectus shall be jointly and severally
liable for any damage sustained by a person subscribing for shares
or debentures on the faith of that prospectus, by reason of any
untrue statement included therein:
Provided that a person who has given the consent required
by section 85 of this Ordinance shall not be liable as a person who
has authorised the issue of a prospectus except in respect of an
untrue statement made by him as an expert.
( 2 ) No person shall be liable under this section if - 
( a ) he proves that he had reasonable grounds to believe
and did, up to the time of the allotment of the shares or
debentures believe, that the statement was true; or
( b ) he proves, as regards an untrue statement made by an
expert, that he had reasonable grounds to believe and
did, up to the time of the allotment of the shares or
debentures believe, that the person making the
statement was competent to make it; or
( c ) on becoming aware of the untrue statement before any
allotment is made under the prospectus, he gave
reasonable public notice of the untruthfulness of the
statement.
Document 
containing offer of 
shares or 
debentures for sale 
to be deemed 
prospectus.
89. (1) Where a company allots or agrees to allot any shares in
or debentures of the company with a view to all or any of those
shares or debentures being offered for sale to the public, any
document by which the offer for sale to the public is made shall for
all purposes be deemed to be a prospectus and all the rules relating
to prospectuses shall apply and have effect accordingly.
( 2 ) It shall be presumed, unless the contrary is proved, that the
allotment or agreement to allot was made with a view to the shares
or debentures being offered for sale to the public if it is shown - 
( a ) that an offer for sale to the public was made within six
months after the allotment or agreement to allot; or
( b ) that at the date when the offer was made the whole
consideration to be received by the company in respect
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          19
of the shares or debentures had not been so received.
( 3 ) Section 86 of this Ordinance as applied by this section shall
have effect - 
( a ) as if it further required a prospectus to have attached
thereto a copy of any contract under which the said
shares or debentures have been or are to be allotted or,
in the case of a contract not reduced in writing, a
memorandum giving full particulars thereof; and
( b ) as though the persons making the offer were persons
named in the prospectus as directors of a company.
Interpretation of 
provisions relating 
to prospectus.
90. For the purposes of the foregoing provisions - 
( a ) a statement included in a prospectus shall be deemed
to be untrue if it is misleading in the form and context
in which it is included; and
( b ) a statement shall be deemed to be included in a
prospectus if it is contained therein or in any document
appearing on the face thereof or by reference
incorporated therein or issued therewith.
No allotment of 
share capital unless 
seventy-five per 
cent subscribed.
91. (1) No allotment shall be made of any share capital of a
company offered to the public for subscription unless seventy-five
per cent of the share capital so offered has been subscribed.
( 2 ) Not less than ten per cent of the nominal amount of each
share taken shall be paid up on allotment.
No allotment after 
lapse of three 
months from issue 
of prospectus.
92. No allotment shall be made of shares in or debentures of a
company in pursuance of a prospectus after the lapse of three
months from the issue of the prospectus.
Time of the 
opening of the 
subscription lists.
93. (1) No allotment shall be made of any shares in or
debentures of a company in pursuance of a prospectus and no
proceedings shall be taken on applications made in pursuance of a
prospectus until at least the beginning of the third working day or
such later time  ( if any )  as may be specified in the prospectus, after
the publication in a daily newspaper of a notice stating that a
prospectus has been issued.
( 2 ) The beginning of the said third working day or such later
time as aforesaid is hereafter in this Ordinance referred to as "the
time of the opening of the subscription lists".
( 3 ) In the application of this section to a prospectus offering
shares or debentures for sale the foregoing subsections shall have
effect with the substitution of references to sale for references to
allotment.
Revocability of 
applications for 
shares or 
debentures.
94. An application for shares in or debentures of a company
which is made in pursuance of a prospectus shall not be revocable
until after the expiration of the third working day after the time of
the opening of the subscription lists, or the giving, before the
expiration of the said third working day, by some person
responsible under section 88 of this Ordinance for the prospectus,
  20  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
of a public notice having the effect under that section of excluding
the responsibility of the person giving it.
Return as to 
allotments. 
Amended by: 
XIII. 1983.5.
95. (1) Whenever a company makes any allotment of its
shares, the company shall, within one month thereafter, deliver to
the Registrar for registration - 
( a ) a return of the allotments, stating the names and
addresses of the allottees and the amount paid on each
share; and
( b ) in the case of shares allotted as fully or partly paid up
otherwise than in cash, a contract in writing or a
document containing the particulars of the contract,
constituting the title of the allottee to the allotment,
together with any contract of sale, or for services or
other consideration in respect of which the allotment
was made, and a return stating the number and nominal
amount of shares so allotted, the extent to which they
are to be treated as paid up, and the consideration for
which they have been allotted; and
( c ) where applicable, a declaration that the requirements
of section 91 of this Ordinance have been complied
with. 
( 2 ) If default is made in complying with this section, every
officer of the company who is in default shall be liable to a penalty
not exceeding two liri for every day during which the default
continues.
Company may not 
hold its own 
shares.
96. (1) It shall not be lawful for a company to hold any of its
own shares.
( 2 ) Where under any provision contained in the memorandum
or articles of a company any share is forfeited to the company, any
such share shall, until disposed of or until the forfeiture is
cancelled, carry no voting rights.
Company may not 
hold shares in its 
holding company 
nor provide 
financial assistance 
for purchase of or 
subscription for its 
own, or its holding 
company’s shares. 
Amended by: 
I.1965.7.
97. (1) It shall not be lawful for a company -
( a ) to hold shares in a company which is its holding
company; or
( b ) to give, whether directly or indirectly, and whether by
means of a loan, guarantee, the provision of security or
otherwise, any financial assistance for the purpose of
or in connection with a purchase or subscription made
or to be made by any person of or for any shares in the
company, or, where the company is a subsidiary
company, in its holding company.
( 2 ) For the purposes of this Ordinance a company shall be
deemed to be a subsidiary of another  ( in this Ordinance referred to
as the "holding company" )  only if -
( a ) that other either -
( i ) holds more than half in nominal value of its
issued share capital, excluding any part thereof
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          21
which, neither as respects dividends nor as
respects capital, carries any right to participate
beyond a specified amount in a distribution; or
( ii ) is entitled to more than half its voting power; or 
( b ) the first mentioned company is a subsidiary of any
company which is that other’s subsidiary.
Conditions for 
payment of 
commissions, 
discounts, etc.
98. It shall not be lawful for a company to pay a commission or
make a discount or allowance to any person in consideration of his
subscribing or agreeing to subscribe, whether absolutely or
conditionally, for any shares in the company, or procuring or
agreeing to procure subscriptions, whether absolute or conditional,
for any shares in the company, unless -
( a ) authority therefor is given by the memorandum or
articles; and
( b ) the commission, discount or allowance does not
exceed ten per cent of the price at which the shares are
issued or the amount authorised by the memorandum
or articles, whichever is the less; and
( c ) in the case of shares offered to the public for
subscription, the amount or rate per cent of the
commission, discount or allowance as well as the
number of shares which persons have agreed in
consideration thereof to subscribe absolutely, are
disclosed in the prospectus.
Application of 
premium received 
on issue of shares.
99. (1) Where a company issues shares at a premium whether
for cash or otherwise, a sum equal to the aggregate amount or value
of the premiums on those shares shall be transferred to an account,
to be called "the share premium account", and the provisions of this
Ordinance relating to the reduction of the share capital of a
company shall, except as provided in this section, apply as if the
share premium account were paid up share capital of the company.
( 2 ) The share premium account may, notwithstanding anything
in the foregoing subsection, be applied by the company - 
( a ) in paying up unissued shares of the company to be
issued to members of the company as fully paid bonus
shares; or 
( b ) in writing off the preliminary expenses of the company
or the expenses of or the commission paid or discount
allowed on, any issue of shares or debentures of the
company; or
( c ) in providing for the premium payable on redemption
of any redeemable preference shares or of any
debentures of the company.
Redeemable 
preference shares.
100. (1) Where a company, duly authorised by its
memorandum or articles, issues preference shares which are, or at
the option of the company are to be liable, to be redeemed -
( a ) no such shares shall be redeemed except out of the
  22  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
profits of the company which would otherwise be
available for dividend or out of the proceeds of a fresh
issue of shares made for the purpose of the
redemption;
( b ) no such shares shall be redeemed unless they are fully
paid;
( c ) the premium, if any, payable on redemption must have
been provided for out of the profits of the company or
out of the company’s share premium account before
the shares are redeemed;
( d ) where any such shares are redeemed otherwise than
out of the proceeds of a fresh issue, there shall, out of
profits which would otherwise have been available for
dividend, be transferred to a reserve fund to be called
"the capital redemption reserve fund", a sum equal to
the nominal amount of the shares redeemed, and the
provisions of this Ordinance relating to the reduction
of the share capital of a company shall, except as
provided in this section, apply as if the capital
redemption reserve fund were paid up share capital of
the company.
( 2 ) The capital redemption reserve fund may, notwithstanding
anything in this section, be applied by the company in paying up
unissued shares of the company to be issued to members of the
company as fully paid bonus shares.
Rights of holders 
of special classes 
of shares and 
variations thereof.
Amended by:
XXIV.1995.362.
101. (1) If, in the case of a company the share capital of which
is divided into different classes of shares, provision is made by the
memorandum or articles for authorising the variation of the rights
attached to any class of shares in the company, subject to the
consent of any specified proportion of the holders of the issued
shares of that class or the sanction of a resolution passed at a
separate meeting of the holders of those shares, and in pursuance of
the said provision the rights attached to any such class of shares are
at any time varied, the holders of not less in the aggregate than
fifteen per cent of the issued shares of that class, being persons who
did not consent to or vote in favour of the resolution for the
variation, may by writ of summons filed within twenty-one days of
the consent or the resolution, demand that the variation shall not
have effect.
( 2 ) On any such demand the court, if it is satisfied, having
regard to all circumstances of the case, that the variation would
unfairly prejudice the shareholders of the class represented by the
plaintiff, shall disallow the variation.
( 3 ) The Registrar of Courts shall without delay cause a copy of
any writ of summons filed under subsection  (1)  of this section and
of any judgment given thereon to be served on the Registrar of
Partnerships for registration.
( 4 ) Subsections  ( 2 )  and  ( 4 )  of section 77 of this Ordinance shall
apply to any consent or resolution given or taken in terms of
subsection  (1)  of this section.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          23
Numbering of 
shares.
102. Each share in a company shall be distinguished by its
appropriate number:
Provided that, if at any time all the issued shares in a
company, or all the issued shares therein of a particular class, are
fully paid up and rank  pari passu  for all purposes, none of those
shares need thereafter have a distinguishing number so long as it
remains fully paid up and ranks  pari passu  for all purposes with all
shares of the same class for the time being issued and fully paid up.
Transfer of shares.
shares in or debentures of the company unless a proper instrument
of transfer or an authentic copy thereof has been delivered to the
company:
Provided that nothing in this section shall prejudice any
power of the company to register as shareholder or debenture
holder any person to whom the right to any shares in or debentures
of the company has been transmitted  causa mortis.
Registration of 
transfer at request 
of transferor. 
104. On the application of the transferor of any share in or
debenture of a company, the company shall enter in its register of
members or of debentures, as the case may be, the name of the
transferee in the same manner and subject to the same conditions as
if the application for the entry were made by the transferee.
Issue of 
certificates. 
Amended by: 
XIII. 1983.5.
105. (1) Every company shall, within two months after the
allotment of any of its shares or debentures and within two months
after the date on which a transfer of any such shares or debentures
is lodged with the company, and within one month from the date on
which any such shares or debentures transmitted  causa mortis  have
been registered in the name of the person entitled to be registered
as the holder thereof, deliver the certificates of all shares, the
debentures and the certificates of all debenture stock allotted,
transferred or transmitted  causa mortis  to the persons entitled
thereto, unless the conditions of issue of the shares or debentures
otherwise provide.
( 2 ) The expression "transfer" for the purposes of this section
means a transfer duly stamped and otherwise valid, and does not
include such a transfer as the company is for any reason entitled to
refuse to register and does not register.
( 3 ) If default is made in complying with any of the provisions
of this section, every officer of the company who is in default shall
be liable to a penalty not exceeding two liri for every day during
which the default continues.
Share warrants.
articles, may, with respect to any fully paid up shares, issue a
warrant, in this Ordinance referred to as a "share warrant", stating
that the bearer of the warrant is entitled to the shares therein
specified and may provide, by coupons or otherwise, for the
payment of the future dividends on shares included in the warrant.
( 2 ) The shares specified in a share warrant may be transferred
by the delivery of the warrant.
  24  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
Register of 
members. 
Amended by: 
XIII. 1983.5.
 107. (1) Every company shall keep a register of its members
and  enter therein the following particulars:
( a ) the names and addresses of the members and a
statement of the shares held by each member,
distinguishing each share by its number, so long as the
share has a number, and of the amount paid or agreed
to be considered as paid on the shares of each member;
( b ) the date at which each person was entered in the
register as a member; and
( c ) the date at which any person ceased to be a member: 
   Provided that on the issue of a share warrant the company
shall strike out of its register of members the name of the member
then entered therein as holding the shares specified in the warrant
and shall enter in place of the aforesaid requirements the following
particulars:
( i ) the fact of the issue of the warrant;
( ii ) a statement of the shares included in the warrant,
distinguishing each share by its number so long
as the share has a number; and
( iii ) the date of the issue of the warrant:
Provided further that where the company has converted any
of its shares into stock and has registered the conversion with the
Registrar as provided in subsection  ( 2 )  of section 77 of this
Ordinance, the register shall show the amount of stock held by each
member instead of the amount of shares and the particulars relating
to shares specified in paragraph  ( a )   of this subsection.
( 2 ) The register of members shall be kept at the registered
office of the company.
( 3 ) If default is made in complying with any requirement of
this section, every officer of the company who is in default shall be
liable to a penalty not exceeding fifty liri.
Register of 
debentures.  
Amended by: 
XIII.1983.5.
108. (1) Every company shall keep a register of debentures
and enter therein the names and addresses of the registered holders
and particulars of the debentures held by them respectively. 
( 2 ) The register of debentures shall be kept at the registered
office of the company.
( 3 ) If default is made in complying with any requirement of
this section, every officer of the company who is in default shall be
liable to a penalty not exceeding fifty liri.
Inspection of 
registers.  Amended 
by: XIII.1983.5.
109. Except when duly closed under the provisions of this
Ordinance, and subject to such reasonable restrictions as the
company in general meeting may impose - 
( a ) the register of members shall be open to the inspection
of any member without charge; and
( b ) the register of debentures shall be open to the
inspection of the registered holders of any such
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          25
debentures and of any member of the company without
charge, and of any other person on payment of a fee of
five cents or such less sum as may be prescribed by the
company, for each inspection.
Power to close 
registers.
110. (1) A company may, on giving notice by advertisement in
a daily newspaper, close the register of members for any period or
periods not exceeding in the whole thirty days in each year.
( 2 ) The register of debentures may be closed in accordance
with the provisions contained in the memorandum or articles or in
the debentures or, in the case of debenture stock, in the stock
certificates, during such period or periods, not exceeding in the
whole thirty days in any one year, as may be therein specified.
Management and Administration
Statutory meeting.
two months nor more than three months from the date at which the
company is entitled to commence business, hold a general meeting
of the members of the company, which shall be called the
"statutory meeting":
Provided that where a company has, within the aforesaid
period of two months, issued a prospectus inviting the public to
subscribe for its shares, the statutory meeting shall be held not less
than one month nor more than three months from the date at which
any allotment of its shares has been made under that prospectus.
( 2 ) The directors shall, at least fourteen days before the day on
which the meeting is held, forward a report  ( in this Ordinance
referred to as the "statutory report" )  to every member of the
company:
Provided that if the statutory report is forwarded later than
is required by this subsection, it shall, notwithstanding that fact, be
deemed to have been duly forwarded if it is so agreed by all the
members entitled to attend and vote at the meeting.
( 3 ) The statutory report shall be certified by two of the
directors of the company or, if there is only one director, by that
director, and shall state:
( a ) the total number of shares allotted, distinguishing
shares allotted as fully or partly paid up otherwise than
in cash, and stating, in the case of shares partly paid
up, the extent to which they are so paid up, and, in
either case, the consideration for which they have been
allotted;
( b ) the total amount of cash received by the company in
respect of all the shares allotted, distinguished as
aforesaid;
( c ) an abstract of the receipts of the company and of the
payments made thereout, up to a date within seven
days of the date of the report, exhibiting under
distinctive headings the receipts of the company from
  26  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
shares and debentures and other sources, the payments
made thereout, and particulars concerning the balance
remaining in hand, and an account or estimate of the
preliminary expenses of the company; and
( d ) the particulars of any contract the modification of
which is to be submitted to the meeting for its
approval, together with the particulars of the
modification or proposed modification.
( 4 ) The directors shall cause a copy of the statutory report
certified as required by this section, to be delivered to the Registrar
for registration forthwith after the sending thereof to the members
of the company.
( 5 ) The members present at the meeting shall be at liberty to
discuss any matter arising out of the statutory report, whether
previous notice has been given or not, but no resolution of which
notice has not been given in accordance with the articles may be
passed.
( 6 ) The meeting may adjourn from time to time, and at any
adjourned meeting any resolution of which notice has been given in
accordance with the articles, either before or subsequently to the
former meeting, may be passed, and the adjourned meeting shall
have the same powers as an original meeting.
Holding of annual 
general meeting.
112. Every company shall in each year hold a general meeting
as its annual general meeting in addition to any other meetings in
that year, and shall specify the meeting as such in the notices
calling it; and not more than fifteen months shall elapse between
the date of one annual general meeting of the company and that of
the next:
Provided that so long as a company holds its first annual
general meeting within eighteen months of its registration it need
not hold it in the year of its registration or in the following year.
Penalty.  
Amended by:
XIII. 1983.5.
113. If default is made in complying with the provisions of
sections 111 and 112 of this Ordinance, every officer of the
company who is in default shall be liable to a penalty not exceeding
fifty liri.
Convening of 
extraordinary 
general meeting on 
requisition.
114. (1) The directors of a company shall, on the requisition of
members of the company holding at the date of the deposit of the
requisition not less than one-tenth of such of the paid up share
capital of the company as at the date of the deposit carried the right
of voting at general meetings of the company, forthwith proceed
duly to convene an extraordinary general meeting of the company.
( 2 ) The requisition must state the objects of the meeting and
must be signed by the requisitionists and deposited at the registered
office of the company and may consist of several documents in like
form each signed by one or more requisitionists.
( 3 ) If the directors do not within twenty-one days from the date
of the deposit of the requisition proceed duly to convene a meeting,
the requisitionists may themselves convene a meeting in the same
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          27
manner, as nearly as possible, as that in which meetings are to be
convened by the directors, but a meeting so convened shall not be
held after the expiration of three months from the date of the
deposit of the requisition.
( 4 ) Any reasonable expense incurred by the requisitionists by
reason of the failure of the directors duly to convene a meeting
shall be repaid to the requisitionists by the company, and any sum
so paid shall be retained by the company out of any sums due or to
become due from the company by way of fees or other
remuneration in respect of their services to such of the directors as
were in default.
Length of notice 
for calling 
meetings.
115. A general meeting of a company shall be deemed not to
have been duly convened unless at least fourteen days’ notice has
been given in writing, and any provision in the company’s
memorandum or articles shall be construed as requiring fourteen
days’ notice in writing in so far as it provides for the calling of a
meeting of a company  ( other than an adjourned meeting )  by a
shorter notice:
Provided that a meeting of the company shall,
notwithstanding that it is called by a shorter notice, be deemed to
have been duly convened if it is so agreed by all the members
entitled to attend and vote thereat.
General provisions 
as to meetings and 
votes. 
Amended by: 
XIII. 1983.5.
116. The following provisions shall have effect in so far as the
articles of a company do not make other provisions in that behalf:
( a ) notice of the meeting of a company shall be served on
every member of the company in the manner in which
notices are required to be served by the First Schedule
to this Ordinance;
( b ) two members personally present shall be a quorum;
( c ) any member elected by the members present at a
meeting may be chairman thereof;
( d ) every member shall have one vote in respect of each
share or each ten liri of stock held by him.
Power of court to 
order meeting.
117. If for any reason it is impracticable to call a meeting of a
company in any manner in which meetings of the company may be
called, or to conduct the meetings of that company in the manner
prescribed by the articles or this Ordinance, the court may, either of
its own motion or on the application of any director of the company
or of any member of the company who would be entitled to vote at
the meeting, order a meeting of the company to be called, held and
conducted in such manner as the court thinks fit, and where any
such order is made, may give such ancillary or consequential
directions as it thinks expedient, including a direction that one
member of the company present in person or by proxy shall be
deemed to constitute a meeting.
Proxies.  
Amended by: 
I. 1965.8.
118. (1) Any member entitled to attend and vote at a meeting
of the company or at a meeting of any class of members of the
company shall be entitled to appoint another person  ( whether a
  28  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
member or not )  as his proxy to attend and vote instead of him, and a
proxy so appointed shall have the same right as the member to
speak at the meeting and to demand a poll.
( 2 ) The appointment of a proxy shall be in writing.
( 3 ) In every notice calling a meeting of a company there shall
appear with reasonable prominence a statement that a member
entitled to attend and vote is entitled to appoint a proxy and that a
proxy need not also be a member.
Right to demand a 
poll.
119. Any provision contained in a company’s memorandum or
articles shall be void in so far as it would have the effect either -
( a ) of excluding the right to demand a poll at a general
meeting on any question other than the election of the
chairman of the meeting or the adjournment of the
meeting; or
( b ) of making ineffective a demand for a poll on any such
question which is made either - 
( i ) by not less than five members having the right to
vote at the meeting; or
( ii ) by a member or members representing not less
than one-tenth of the total voting rights of all the
members having the right to vote at the meeting;
or
( iii ) by a member or members holding shares in the
company conferring a right to vote at the
meeting being shares on which an aggregate sum
has been paid up equal to not less than one-tenth
of the total sum paid up on all the shares
conferring that right.
Extraordinary 
resolutions.
120. A resolution shall be an extraordinary resolution where -
( a ) it has been taken at a general meeting of which notice
specifying the intention to propose the resolution as an
extraordinary resolution has been duly given; and
( b ) it has been passed by a number of members having the
right to attend and vote at any such meeting holding in
the aggregate not less than fifty-one per cent in
nominal value of the shares conferring that right or
such other higher percentage as the memorandum or
articles may prescribe.
Directors. 121. (1) The business of a company shall be managed by one
or more directors, who may exercise all such powers of the
company as are not, by this Ordinance or by the memorandum or
articles of the company, required to be exercised by the company in
general meeting.
( 2 ) Unless otherwise provided in the memorandum or articles
of a company any two of the directors, or, if there is only one
director, that director, shall represent the company.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          29
Restrictions on 
appointment of 
director.
122. (1) A person shall not be capable of being appointed
director of a company by the memorandum unless, before the
registration of the memorandum, he has by himself or by his agent
authorised in writing - 
( a ) signed and delivered to the Registrar for registration
consent in writing to act as such director; and
( b ) either signed the memorandum for a number of shares
not less than his qualification, if any, or signed and
delivered to the Registrar for registration an
undertaking in writing to take from the company and
pay for his qualification shares, if any.
( 2 ) Without prejudice to the aforesaid restrictions, where a
director is, by the memorandum or articles of a company, required
to hold a specified share qualification, and is not already qualified,
he shall vacate his office if he fails to obtain his qualification
within two months after his appointment, or such shorter time as
may be fixed by the memorandum or articles, or if at any time
thereafter he ceases to hold his qualification; and he shall be
incapable of being reappointed director of the company until he has
obtained his qualification.
( 3 ) For the purposes of any provision in the memorandum or
articles requiring a director or manager to hold a specified share
qualification the bearer of a share warrant shall not be deemed to be
the holder of the shares specified in the warrant.
Removal of 
directors. 
123. (1) A company may by ordinary resolution remove a
director before the expiration of his period of office,
notwithstanding anything in its memorandum or articles or in any
agreement between it and him.
( 2 ) On receipt of a notice of an intended resolution to remove a
director under this section the company shall forthwith send a copy
thereof to the director concerned and the director  ( whether or not he
is a member of the company )  shall be entitled to be heard on the
resolution at the meeting.
( 3 ) A vacancy created by the removal of a director under this
section, if not filled at the meeting at which he is removed, may be
filled as a casual vacancy.
( 4 ) Nothing in this section shall be taken as depriving a person
removed thereunder of compensation or damages payable to him in
respect of the termination of his appointment as director or of any
appointment terminating with that as director or as derogating from
any power to remove a director which may exist apart from this
section.
Casual vacancy.
director or directors, and, without prejudice to the aforesaid powers
of the directors, it may be filled by the company in general
meeting.
( 2 ) A person appointed by the directors to fill a casual vacancy
shall hold office until the next following annual general meeting
and shall be eligible for re-election, but shall not be taken into
  30  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
account in determining the directors who are to retire by rotation at
that meeting.
( 3 ) A person appointed to fill a casual vacancy by the company
in general meeting shall be treated, for the purpose of determining
the time at which he or any other director is to retire, as if he had
become director on the day on which the person in whose place he
is appointed was last appointed director.
Disqualification 
for appointment as 
director. 
Substituted by: 
IV. 1991.2.
125. A person shall not be qualified for appointment or hold
office as director of a company if -
( a ) he is interdicted or incapacitated or is an undischarged
bankrupt; or
( b ) he has been convicted of any of the crimes affecting
public trust or of theft or of fraud or of knowingly
receiving property obtained by theft or fraud.
Director may not 
compete with 
company.
126. (1) A director may not, in competition with the company
and without the approval of the company given at a general
meeting, carry on business on his own account or on account of
others or be a partner with unlimited liability in another
partnership.
( 2 ) Where a director acts in violation of the prohibition
contained in this section, the company may, at its option, either
take action for damages and interest against him or demand
payment of any profits made by him in contravention of this
section.
Prohibition of 
loans, etc., to 
directors.
127. It shall not be lawful for a company -
( a ) to make a loan to any person who is its director or a
director of its holding company, or to enter into any
guarantee or provide any security in connection with a
loan made to such a person as aforesaid by any other
person:
      Provided that nothing in this section shall apply
either - 
( i ) to anything done, with the approval of the
company given at a general meeting, to provide
any such person as aforesaid with funds to meet
expenditure incurred or to be incurred by him
for the purposes of the company or for the
purpose of enabling him properly to perform his
duties as an officer of the company; or
( ii ) in the case of a company whose ordinary
business includes the lending of money or the
giving of guarantees in connection with loans
made by other persons, to anything done by the
company in the ordinary course of that business;
( b ) to make to any director of the company any payment
by way of compensation for loss of office, or as
consideration for or in connection with his retirement
from office, without particulars with respect to the
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          31
proposed payment  ( including the amount thereof )
being disclosed to members of the company and the
proposal being approved by the company in general
meeting.
Duty of director to 
disclose interest in 
a contract with 
company. 
Amended by: 
XIII. 1983.5.
128. (1) It shall be the duty of a director of a company who is
in any way, whether directly or indirectly, interested in a contract
or proposed contract with the company to declare the nature of his
interest to the other directors either at the meeting of the directors
at which the question of entering into the contract is first taken into
consideration, or, if the director was not at the date of that meeting
interested in the contract or proposed contract, at the next meeting
of the directors held after he became so interested.
( 2 ) Any director who fails to comply with the provisions of this
section shall be liable to a penalty not exceeding five hundred liri.
Return as to 
changes among 
directors.  Amended 
by: 
XIII. 1983.5.
129. (1) Every company shall send to the Registrar for
registration and publication a return of any change among its
directors, specifying the date of the change, within fourteen days
from the happening thereof.
( 2 ) If default is made in complying with subsection  (1)  of this
section, every officer of the company who is in default shall be
liable to a penalty not exceeding two liri for every day during
which the default continues.
Joint and several 
liability of 
directors.
130. (1) The liability of the directors in damages for any
breach of duty shall be joint and several:
Provided that where a particular duty has been entrusted to
one or more of the directors, only such director or directors shall be
liable in damages.
( 2 ) A director shall not be liable for the acts of his co-directors
if he proves either - 
( a ) that he did not know of the breach of duty before or at
the time of its occurrence and that on becoming aware
of it after its occurrence he signified forthwith to the
co-directors his dissent in writing; or
( b ) that, knowing that the co-directors intended to commit
a breach of duty, he took all reasonable steps to
prevent it. 
Provisions as to 
liability of officers 
and auditors.
131. Any provision, whether contained in the memorandum or
articles of a company or in any contract with a company or
otherwise for exempting any officer of the company or any person
employed by the company as auditor from, or indemnifying him
against, any liability which by virtue of any rule of law would
otherwise be attached to him in respect of negligence, default or
breach of duty of which he may be guilty in relation to the company
shall be void:
Provided that a company may, in pursuance of any such
provision as aforesaid, indemnify any such officer or auditor
against any liability incurred by him in defending any proceedings
in which judgment is given in his favour or in which he is
  32  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
acquitted.
Minutes of 
proceedings. 
Amended by: 
XIII. 1983.5.
132. (1) Every company shall cause minutes of all proceedings
of general meetings and all proceedings at meetings of its directors
to be entered in books kept for that purpose.
( 2 ) Any such minute, if purporting to be signed by the
chairman of the meeting at which the proceedings were held, or by
the chairman of the next succeeding meeting, shall be evidence of
the proceedings.
( 3 ) The books containing the minutes of proceedings of any
general meeting of a company shall be kept at the registered office
of the company, and shall, during business hours  ( subject to such
reasonable restrictions as the company may by its articles or in
general meeting impose )  be open to the inspection of any member
without charge.
( 4 ) If a company fails to comply with the requirements of
subsections  (1)  and  ( 3 )  of this section, every officer of the company
who is in default shall be liable to a penalty not exceeding fifty liri.
Keeping of books 
of account.
Cap. 13.
133. (1) A company shall be deemed to comply with the
requirements of sections 13 to 18 of the Commercial Code if it
keeps proper books of account with respect to - 
( a ) all sums of money received and expended by the
company and the matters in respect of which the
receipt and expenditure takes place;
( b ) all sales and purchases of goods by the company; 
( c ) the assets and liabilities of the company.
( 2 ) For the purposes of subsection  (1)  of this section, proper
books of account shall not be deemed to be kept with respect to the
matters aforesaid if there are not kept such books as are necessary
to give a true and fair view of the state of the company’s affairs and
to explain its transactions.
( 3 ) The books of account shall be kept at the registered office
of the company or at such other place as the directors think fit, and
shall be at all times open to inspection by the directors:
Provided that if books of account are kept at a place outside
Malta there shall be sent to, and kept at a place in, Malta and be at
all times open to the inspection of the directors such accounts and
returns with respect to the business dealt with in the books of
account so kept as will disclose with reasonable accuracy the
financial position of that business at intervals not exceeding six
months and will enable to be prepared, in accordance with this
Ordinance, the company’s balance sheet and its profit and loss
account.
Profit and loss 
account and 
balance sheet.
134. (1) The directors of every company shall, not later than
eighteen months after its registration and subsequently once at least
in every calendar year, lay before the company in general meeting a
profit and loss account for the period, in the case of the first
account since the registration of the company, and, in any other
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          33
case, since the preceding account, made up to a date not earlier than
the date of the meeting by more than nine months.
( 2 ) The directors shall cause to be made out in every calendar
year, and to be laid before the company in general meeting, a
balance sheet as at the date to which the profit and loss account is
made up.
General provisions 
as to contents and 
form of accounts.
135. (1) Every balance sheet of a company shall give a true
and fair view of the state of affairs of the company as at the end of
its financial year, and every profit and loss account shall give a true
and fair view of the profit and loss of the company for the financial
year.
( 2 ) Without prejudice to the general requirements of subsection
(1)  of this section or to any other requirement of this Ordinance,
and save as expressly provided in Part II of the Third Schedule
hereto, a company’s balance sheet and profit and loss account shall
comply with the requirements of the said Third Schedule, so far as
applicable thereto.
( 3 ) The accounts which, in pursuance of this Ordinance, are to
be laid before every company in general meeting shall contain
particulars showing - 
( a ) the amount of any loans which during the period to
which the accounts relate have been made by the
company or by any other person under a guarantee
from or a security provided by the company to any
director or officer of the company, including any such
loans which were repaid during the same period;
( b ) the amount of any loans made in the manner aforesaid
to any director or officer at any time before the period
aforesaid and outstanding at the expiration thereof;
( c ) the total amount paid to the directors or past directors
as remuneration for their services, inclusive of all fees,
percentages, compensation for loss of office, pensions,
superannuation allowances or gratuities or similar
payments, or other emoluments paid to them by, or
receivable by them from, the company or any
subsidiary thereof.
Signing of balance 
sheet.
136. (1) Every balance sheet of a company shall be signed on
behalf of the board by two of the directors of the company, or, if
there is only one director, by that director.
( 2 ) The profit and loss account shall be annexed to the balance
sheet, and the auditor’s report shall be attached thereto.
( 3 ) Any accounts so laid shall be approved by the board of
directors before the balance sheet is signed on their behalf.
Directors’ report to 
be attached to 
balance sheet.
137. There shall be attached to every balance sheet laid before a
company in general meeting a report by the directors with respect
to the company’s affairs, 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 within the meaning of
  34  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
the Third Schedule to this Ordinance.
Inspection of 
accounts.
138. Every balance sheet, including every document required by
law to be annexed, which is to be laid before a company in general
meeting, together with the auditor’s report, shall be open to
inspection at the registered office of the company, by any member
or debenture holder of the company for at least ten days
immediately preceding the meeting at which it is to be laid before
the company and until approved by the company in general
meeting.
Penalty. 
Amended by: 
XIII. 1983.5.  
Cap. 13.
139. If default is made in complying with any of the
requirements of sections 13 to 18 of the Commercial Code or of
section 133 of this Ordinance, as the case may be, or with any of
the requirements of sections 134 to 138 of this Ordinance, any
person being a director of a company who fails to take all
reasonable steps to secure compliance by the company with the
aforesaid requirements shall in respect of each default, be liable to
a penalty not exceeding two hundred liri:
Provided that it shall be a defence to prove that he had
reasonable grounds to believe and did believe that a competent and
reliable person was charged with the duty of seeing that the
aforesaid requirements were complied with and was in a position to
discharge that duty.
Appointment and 
remuneration of 
auditors.
Amended by:
XXIV.1995.362.
140. (1) Every company shall at each annual general meeting
appoint an auditor or auditors to hold office from the conclusion of
that, until the conclusion of the next, annual general meeting.
( 2 ) Where at an annual general meeting no auditors are
appointed, the vacancy shall be filled by the Judge of the Civil
Court, First Hall, on an application made by any of the directors or
by any member of the company, and the auditors so appointed shall
hold office until the conclusion of the next following annual
general meeting.
( 3 ) The first auditor or auditors of the company may be
appointed by the directors at any time before the first annual
general meeting, and auditors so appointed shall hold office until
the conclusion of that meeting, unless they are previously removed
and others are appointed in their place by the company in a general
meeting.
( 4 ) The directors may fill any casual vacancy in the office of an
auditor, but while any such vacancy continues the surviving or
continuing auditor or auditors, if any, may act.
( 5 ) The remuneration of the auditors of a company - 
( a ) in the case of an auditor appointed by the directors or
by the Judge of the Civil Court, First Hall, may be
fixed by the directors or by the Judge, as the case may
be;
( b ) subject to the foregoing paragraph, shall be fixed by
the company in general meeting or in such manner as
the company in general meeting may determine.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          35
For the purposes of this subsection, any sum paid by the
company in respect of the auditor’s expenses shall be deemed to be
included in the expression "remuneration".
Disqualification 
for appointment as 
auditor. 
Amended by: 
L.N. 4 of 1963; 
I. 1965.9. 
Substituted by: 
XXVIII. 1979.16. 
Cap. 281.
141. (1) A person shall not be qualified for appointment as
auditor of a company unless he is an individual who holds a
warrant to act as auditor issued under the Accountancy Profession
Act, or is a partnership of auditors duly registered under the said
Act and - 
( a ) in the case of an individual, he is not - 
( i ) an officer or servant of the company; or 
( ii ) a partner or in the employment of an officer or
servant of the company; or
( iii ) related by consanguinity or affinity in the direct
line, or, up to the third degree, in the collateral
line, to any officer of the company;
( b ) in the case of a partnership none of the partners is an
individual who is not qualified to be appointed as
auditor of the company.
( 2 ) The provisions of subsection  (1)  of this section in regard to
the appointment of an auditor shall also apply in regard to the
holding of such appointment.
Auditor’s report.
the accounts examined by them, and on every balance sheet and
profit and loss account laid before the company in general meeting
during their tenure of office, and the report shall contain statements
as to the following matters:
( a ) whether they have obtained all the information and
explanations which to the best of their knowledge and
belief were necessary for the purposes of their audit;
( b ) whether, in their opinion, proper books of account
have been kept by the company, so far as appears from
their examination of those books, and proper returns
adequate for the purposes of their audit have been
received from branches not visited by them;
( c ) whether the company’s balance sheet and profit and
loss account dealt with by the report are in agreement
with the books of account and returns;
( d ) whether, in their opinion and to the best of their
knowledge and according to the explanations given to
them, the said accounts give the information required
by this Ordinance in the manner as required and give a
true and fair view, in the case of the balance sheet, of
the company’s affairs as at the end of its financial
year, and, in the case of the profit and loss account, of
the profit or loss for its financial year.
( 2 ) The auditor’s report shall be read before the company in
general meeting.
  36  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
Right of access to 
books and to attend 
at general 
meetings.
143. (1) Every auditor of a company shall have a right of
access at all times to the books and accounts and vouchers of the
company and shall be entitled to require from the officers of the
company such information and explanations as he thinks necessary
for the performance of the duties of the auditors.
( 2 ) The auditors of a company shall be entitled to attend any
general meeting of the company and to receive all notices of, and
other communications relating to, any general meeting which any
member of the company is entitled to receive and to be heard at any
general meeting which they attend on any part of the business of
the meeting which concerns them as auditors.
Annual return. 144. (1) Every company shall, once at least in every year,
make a return in the form set out in the Fourth Schedule to this
Ordinance showing the matters therein specified as on the
fourteenth day after the date of the annual general meeting for the
year:
Provided that -
( a ) a company need not make a return under this
subsection either in the year of its registration or, if it
is not required by section 112 of this Ordinance to hold
an annual general meeting during the following year,
in that year;
( b ) where a company has converted any of its shares into
stock and registered the conversion as provided in
subsection  ( 2 )  of section 77 of this Ordinance, the list
shown in paragraph 3 of the Fourth Schedule must
state the amount of stock held by each of the existing
members instead of the amount of shares and the
particulars relating to shares required by that
paragraph;
( c ) the return may, in any year, if the return for either of
the two immediately preceding years has given as at
the date of that return the full particulars required by
the said paragraph 3, give only such of the particulars
required by that paragraph as relate to persons ceasing
to be or becoming members since the date of the last
return and to shares transferred since that date or to
changes as compared with that date in the amount of
stock held by a member.
( 2 ) The annual return, duly completed, must be signed by at
least one director of the company and forwarded to the Registrar
for registration within forty-two days after the annual general
meeting for the year.
Documents to be 
annexed to annual 
return. 
Amended by: 
IV. 1991.3.
145. There shall be annexed to the annual return, not being the
annual return of a company whose objects are limited to the sole
purposes of owning, managing, administering or, operating ships
and transactions ancillary thereto:
( a ) a written copy, certified by at least one director of the
company to be a true copy, of every balance sheet laid
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          37
before the company in general meeting during the
period to which the return relates  ( including every
document required by law to be annexed to the balance
sheet ) ; and
( b ) a copy, certified as aforesaid, of the report of the
auditors on, and of the report of the directors
accompanying, each such balance sheet.
Penalty. 
Amended by:
X111. 1983.5.
146. If default is made in complying with the provisions of
sections 144 and 145 of this Ordinance, every officer of the
company who is in default shall be liable to a penalty not exceeding
five liri for every day during which the default continues.
Private Companies
Definition.
memorandum or articles - 
( a ) restricts the right to transfer its shares; and 
( b ) limits the number of its members to fifty; and
( c ) prohibits any invitation to the public to subscribe for
any shares or debentures of the company.
( 2 ) Where two or more persons hold one or more shares in a
company jointly, they shall, for the purposes of this section, be
treated as a single member.
Provisions not 
applicable to 
private companies.
148. The provisions of sections 106 and 111 and of subsections
(1)  and  ( 3 )  of section 122 of this Ordinance shall not apply to a
private company.
Exemption of 
private company 
from requirements 
of section 145, etc. 
Amended by: 
XXVIII. 1979.16;
XXIV.1995.362.
149. (1) A private company shall be excepted from the
requirements imposed by section 145 of this Ordinance if, but only
if -
( a ) the conditions mentioned in the next following
subsection are satisfied at the date of the return and
have been satisfied at all times since the
commencement of this Ordinance; and
( b ) there is sent with the return a certificate signed by at
least one director of the company that to the best of his
knowledge and belief the said conditions are and have
been satisfied as aforesaid:
Provided that if at any time it is shown that the said
conditions are then satisfied in the case of a private company, the
Judge of the Civil Court, First Hall, may, on the application of the
company and after hearing any of the directors of the company and
the Registrar, direct that, in relation to any subsequent annual
returns of the company, it shall not be necessary for the said
conditions to have been satisfied before that time, and the
certificates sent with those returns shall in that event relate only to
the period since that time.
( 2 ) The said conditions are:
( a ) that the number of persons holding debentures of the
  38  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
company is not more than fifty; and
( b ) that no body corporate is the holder of, or has any
interest in, any shares or debentures of the company or
is a director of the company, and neither the company
nor any of the directors is party or privy to an
arrangement whereby the policy of the company is
capable of being determined by persons other than the
directors, members or debenture holders thereof.
( 3 ) For the purposes of this section - 
( a ) shares held by another private company which is itself
excepted under this section shall not disqualify a
company from being also so excepted if, taking all the
following companies together, that is to say -
( i ) the company whose exemption is in question
( hereinafter referred to as the "relevant
company" ) ; 
( ii ) any company holding shares to which this
paragraph has to be applied in determining the
relevant company’s right to be excepted as
aforesaid; and
( iii ) any further company taken into account for the
purposes of this paragraph in determining the
right to be so excepted of any company holding
any such shares as aforesaid,
the total number of persons holding shares in those companies is
not more than fifty, the companies themselves being disregarded;
( b ) any interest of the company itself in any of its shares
or debentures shall be disregarded;
( c ) where two or more persons hold one or more shares in
or debentures of a company jointly, they shall be
treated as a single member or person.
( 4 ) A company with respect to which the conditions mentioned
in subsection  ( 2 )  of this section are satisfied and have been satisfied
at all times since the commencement of this Ordinance or since the
giving by the Judge of the Civil Court, First Hall, of a direction
under the proviso to subsection  (1)  of this section shall also be
excepted from the provisions of paragraph   ( a )   of section 127 and of
paragraphs  ( ii )  and  ( iii )  of subsection  (1)  of section 141 of this
Ordinance.
Dissolution and winding up 
Dissolution of 
companies.
150. A company is dissolved -
( a ) when the period fixed for its duration expires;
( b ) if the undertaking forming its objects is completed or
cannot be completed;
( c ) if the share capital of the company is reduced below
the statutory minimum;
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          39
( d ) if the number of members is reduced below two and
remains so reduced for more than six months;
( e ) if the company is adjudged bankrupt;
( f ) if the company so resolves by extraordinary
resolution; 
( g ) if, in the opinion of the court, there exist grounds of
sufficient gravity to warrant dissolution;
( h ) in such other cases for which provision is made in the
memorandum or articles.
Notice of 
dissolution and 
calling of meeting 
for appointment of 
liquidator. 
Amended by: 
XII. 1970.5;
XXIV.1995.362.
151. (1) On the dissolution of a company, and in no case later
than fifteen days after such dissolution, the directors shall deliver
to the Registrar for registration and publication a notice of the
dissolution:
Provided that where a company is dissolved by order of the
court notice of the dissolution shall be given as aforesaid by the
Registrar of Courts.
( 2 ) Except where a company is dissolved by a resolution taken
at a general meeting and a liquidator is appointed at that meeting,
the directors shall call a general meeting of the company, to be held
not later than thirty days after the date of the dissolution, for the
purpose of appointing one or more liquidators.
Appointment, 
removal and 
remuneration of 
liquidator.
152. (1) The liquidators shall be appointed, and may be
removed from office, by an extraordinary resolution taken at a
general meeting of the company:
Provided that if a resolution submitted for the appointment
of a person as liquidator fails to obtain the required majority, the
directors shall, within ten days of the holding of the meeting, apply
to the court for the appointment of a liquidator, and the
appointment shall be made by the court:
Provided further that a liquidator, whether appointed by the
company or by the court, may be removed from office by order of
the court on a demand, by writ of summons made by members of
the company holding in the aggregate not less than one-tenth of the
paid up share capital of the company, if the court is satisfied that
there exist sufficient grounds to warrant his removal.
( 2 ) The remuneration of the liquidator shall be fixed by the
company in general meeting, subject nevertheless to the right of the
liquidator to demand that it be fixed or varied by the court.
( 3 ) All costs, charges and expenses properly incurred in the
winding up, including the remuneration of the liquidator, shall be
payable out of the assets of the company in priority to all other
claims.
Notice of 
appointment of 
liquidator.
153. The liquidator shall, within fourteen days after his
appointment, deliver to the Registrar for registration and
publication a notice of his appointment.
  40  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
Penalty. 
Amended by: 
XIII. 1983.5.
154. If default is made in complying with any of the
requirements of sections 151, 152 and 153 of this Ordinance, every
director or liquidator, as the case may be, who is in default shall be
liable to a penalty not exceeding two liri for every day during
which the default continues.
Powers of directors 
and convening of 
general meetings.
155. (1) Until such time as a liquidator is appointed, the
directors shall have power to perform such acts only as are of
ordinary administration.
( 2 ) On the appointment of a liquidator all the powers of the
directors shall cease.
( 3 ) After the appointment of a liquidator a general meeting of
the company may be convened by the liquidator or liquidators in
office, or, if the office is vacant, by any member of the company, in
the manner provided by this Ordinance or by the articles.
Applicability of 
sections 43, 44 and 
subsection (1) of 
section 45.
156. The provisions of sections 43 and 44 and of subsection  (1)
of section 45 of this Ordinance shall apply to the winding up of a
company with the substitution of references to directors for
references to partners vested with the administration of the
partnership in section 43, and with the substitution of references to
an extraordinary resolution taken by the company in general
meeting for references to partners in section 44, and with the
substitution of references to members for references to partners in
subsection  (1)  of section 45.
Calls for payment 
of unpaid share 
capital.
157. (1) Where the assets of a company are insufficient to
meet its liabilities the liquidator may make calls on all or any of the
members for payment of any unpaid share capital of the company
which he considers necessary to satisfy the debts and liabilities of
the company, and the costs, charges and expenses of winding up,
and for the adjustment of the rights of the members among
themselves; and in making a call the liquidator may take into
consideration that some of the members may partly or wholly fail
to pay the call.
Cap. 12.
( 2 ) The liquidator may, on production of a list certified by him
of the names of the members liable in payment of any calls and of
the amounts due by each of them, apply to the court for the
enforcement of any such calls by any of the means mentioned in
paragraphs  ( a ) ,   ( b )   and   ( d )   of section 273 of the Code of
Organisation and Civil Procedure.
( 3 ) Where a call is made under the provisions of this section,
the person from whom a sum is due shall pay interest thereon from
the day appointed for payment to the time of actual payment at the
rate of six per cent  per annum.
Duties of liquidator 
where winding up 
continues for more 
than one year. 
Amended by: 
XIII. 1983.5.
158. (1) In the event of the winding up continuing for more
than one year, the liquidator shall summon a general meeting of the
company at the end of the first year from the commencement of the
winding up, and of each succeeding year, and shall lay before the
meeting an account of his acts and dealings and of the conduct of
the winding up during the preceding year.
( 2 ) If the liquidator fails to comply with the provisions of this
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          41
section, he shall be liable to a penalty not exceeding ten liri in
respect of each default.
Duties of liquidator 
when affairs have 
been completely 
wound up. 
Amended by: 
XIII.1983.5.
159. (1) As soon as the affairs of the company are wound up
the liquidator shall make an account of the winding up and of his
receipts and payments and shall draw up a scheme of distribution
indicating the amount due in respect of each share from the assets
of the company.
( 2 ) The liquidator shall cause the accounts to be audited by one
or more auditors appointed by the company in general meeting, and
shall, as soon as the account is audited, call a general meeting of
the company for the purpose of laying before it the account, the
scheme of distribution and the auditors’ report and giving any
explanation thereof.
( 3 ) Within one week after the meeting the liquidator shall send
to the Registrar for registration a copy of the account and of the
scheme of distribution signed by him, together with the auditor’s
report and shall make a return to him of the holding of the meeting
and of its date:
Provided that, if a quorum is not present at the meeting, the
liquidator shall, in lieu of the return hereinbefore mentioned, make
a return that the meeting was duly summoned and that no quorum
was present thereat.
( 4 ) If the liquidator fails to comply with the requirements of
subsection  ( 3 )  of this section, he shall be liable to a penalty not
exceeding five liri for every day during which the default
continues.
Approval of 
accounts and 
scheme of 
distribution.
160. The accounts and scheme of distribution drawn up and
audited in accordance with the provisions of the last foregoing
section shall be deemed to have been approved by all the members
of the company if no objection thereto is lodged, by writ of
summons, by any member of the company, within three months
from the date at which a copy thereof has been delivered to the
Registrar as provided in subsection  ( 3 )  of the last foregoing section.
Name of company 
to be struck off the 
register.
161. (1) On the approval of the accounts and of the scheme of
distribution the liquidator shall deliver to the Registrar for
registration a notice of such approval and the Registrar shall
thereupon strike the name of the company off the register.
( 2 ) The liquidator shall, together with the aforesaid notice,
deliver the books and other documents of the company to the
Registrar, who shall keep them for a period of ten years from the
date at which the name of the company was struck off the register.
PART VI
CONVERSION AND AMALGAMATION OF PARTNERSHIPS
Conversion of 
partnerships.
162. (1) A partnership may, by complying with the
  42  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
requirements prescribed for the formation of the kind of partnership
into which it is to be converted, be converted into a partnership of
that kind.
( 2 ) Where the partnership to be converted is either  en nom
collectif  or  en commandite  the conversion may only be made with
the consent of all the partners:
Provided that where one or more limited partners holding in
the aggregate not more than one-fourth of the total contribution of
the limited partners, or one-tenth of the share capital of the
partnership, have not given their consent, the partnership shall be
entitled, for the purposes of the conversion, to liquidate and
reimburse to the dissenting partner his interest in the partnership or
to redeem the shares held by him on such terms as may be agreed or
as the court, on a demand of either the partnership or the limited
partner, thinks fit to order.
( 3 ) Where the partnership to be converted is a company, the
conversion may only be made if it has been approved by an
extraordinary resolution taken at a general meeting of the company;
and the company shall be entitled for the purpose of the conversion,
to redeem the shares held by the dissenting members on such terms
as may be agreed or as the court, on a demand of either the
company or the dissenting members, thinks fit to order.
Amalgamation of 
partnerships.
163. The provisions of subsections  ( 2 )  and  ( 3 )  of section 162 of
this Ordinance shall apply to the amalgamation of any two or more
partnerships, whether such an amalgamation is effected by the
formation of a new partnership or by the merger of one or more
partnerships into another existing partnership, with the substitution
of references to amalgamation for references to conversion.
Registration of the 
conversion or 
amalgamation of 
partnerships.
164. (1) The resolution approving the conversion or
amalgamation of partnerships together with the instruments giving
effect to the resolution, or an authentic copy thereof, shall be
delivered for registration and publication to the Registrar who,
being satisfied that the requirements of section 162 or of section
163 of this Ordinance, as the case may be, have been complied
with, shall register it.
( 2 ) The aforesaid delivery shall be made by any of the partners
or directors of the new partnership or of the continuing partnership,
as the case may be.
Where partnership 
ceases to exist on 
conversion or 
amalgamation.  
Substituted by: 
I. 1965.10.
165. Upon the conversion or amalgamation of one or more
partnerships which has become effective either through the lapse of
the period referred to in section 167 or, where objection is made
under that section, by a decision of the court, the Registrar shall,
where a partnership ceases to exist, strike the name of the
partnership off the register and, where the circumstances so
demand issue a certificate of registration altered to meet the
circumstances of the case; and where a conversion or an
amalgamation which has been registered under this section
becomes ineffective by a decision of the court under section 167,
the Registrar shall amend the registration accordingly.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          43
Partners with 
unlimited liability 
to remain bound 
unless creditors 
consent to 
conversion.
166. The conversion of a partnership shall not discharge
partners with unlimited liability from liability for the obligations of
the partnership contracted prior to the registration of the conversion
unless it is proved that the creditors of the partnership have given
their consent to the conversion.
Rights of creditors 
to oppose 
conversion or 
amalgamation. 
Amended by: 
XI.1977.2.
167. (1) The conversion or the amalgamation of two or more
partnerships shall not take effect until three months from the date
of the publication of the statement referred to in paragraph   ( c )  of
subsection  (1)  of section 192 of this Ordinance relating to the
instrument effecting such conversion or amalgamation.
( 2 ) During the aforesaid period of three months any creditor of
the partnership whose debt existed prior to the registration of the
conversion or of the amalgamation may by writ of summons object
to the conversion or to the amalgamation, and, if he shows good
cause why it should not take effect, the court shall either uphold the
objection or allow the conversion or the amalgamation on sufficient
security being given.
Continuing or new 
partnership 
succeeds 
partnership ceasing 
to exist.
168. A continuing partnership or, where in consequence of
amalgamation a new partnership is formed, the new partnership
shall succeed to all the rights and liabilities of the partnership or
partnerships ceasing to exist.
PART VII 
ASSOCIATION  EN PARTICIPATION
Definition.
person assigns to another person, for a valuable consideration
contributed by the latter, a portion of the profits and losses of a
business or of one or more commercial transactions.
Consent of 
associates required 
for admission of 
other associates.
170. Saving any agreement to the contrary, the associating party
may not have other associates in the same business or transactions
without the consent of his associates.
Relations of parties 
vis-a-vis  third 
parties and among 
themselves.
171. (1) In regard to third parties the ownership of, or other
rights over, a thing contributed by an associate shall vest in the
associating party.
( 2 ) In the relations of the parties among themselves, saving any
agreement that a thing contributed is to be restored in kind, the
associate shall, on the termination of the association, be entitled to
the reimbursement of the value of his contribution.
Only associating 
party acquires 
rights and assumes 
obligations.
172. A third party shall acquire rights and assume obligations
against and in favour only of the associating party.
Rights of 
associating party 
and of associates.
173. The management of the business or of the transactions in
respect of which the association was formed shall vest only in the
associating party:
Provided that the associate may, where it is so agreed and
  44  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
to the extent agreed, supervise such business or transactions:
Provided further that the associate shall, in all cases, be
entitled to an account of any transaction that is completed and,
where the association lasts for more than one year, to an annual
account of the management of the business or transactions in
respect of which the association was formed.
Liability of 
associate.
174. Unless otherwise agreed, the associate shall bear the losses
in the same proportion in which he partakes in the profits, and his
liability shall be limited to his contribution.
Agreements 
allowed between 
parties.
175. Saving the provisions of the preceding sections, an
association  en participation  may be formed in such manner, in such
proportions of interests and upon such conditions as may be agreed
upon by the parties.
No formalities 
required for 
association  en 
participation.
176. No written instrument is required for an association  en
participation  and such associations are not subject to the
formalities prescribed in regard to partnerships.
PART VIII
PARTNERSHIPS CONSTITUTED OR REGISTERED OUTSIDE 
MALTA 
Provisions as to establishment of place of business in Malta
Application of 
sections 178 to 
182.
177. The next following five sections shall apply to all
companies registered or incorporated outside Malta  ( hereinafter
referred to as "oversea companies" )  which, after the
commencement of this Ordinance, establish a place of business
within Malta or which have, before the commencement of this
Ordinance, established a place of business within Malta and
continue to have a place of business within Malta at the
commencement of this Ordinance.
Documents, etc., to 
be delivered by 
oversea companies 
carrying on 
business in Malta.
178. (1) Oversea companies which, after the commencement
of this Ordinance, establish a place of business within Malta shall,
within one month of the establishment of the place of business,
deliver to the Registrar for registration and publication -
( a ) an authentic copy of the charter, statutes or
memorandum and articles of the company or other
instrument constituting or defining the constitution of
the company, and, if the instrument is not written in
the English or Maltese language, a certified translation
thereof into either of such languages;
( b ) a list of the directors and secretary, if any, of the
company together with the following particulars, that
is to say:
( i ) in the case of an individual, his name and
surname, his usual residential address, his
nationality and his business occupation, if any,
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          45
or, if he has no business occupation, particulars
of any directorship he may hold; and
( ii ) in the case of a body corporate, its registered or
corporate name and registered or principal
office; 
( c ) the names and addresses of some one or more persons
resident in Malta authorised to represent the company
in Malta.
( 2 ) Oversea companies which have, before the commencement
of this Ordinance, established a place of business within Malta and
continue to have an established place of business within Malta at
the commencement of this Ordinance shall deliver to the Registrar
for registration and publication the documents and particulars
specified under paragraphs  ( a ) ,  ( b )   and   ( c )  of subsection  (1)  of this
section within three months of the commencement of this
Ordinance.
Return to be 
delivered by 
oversea company 
where documents, 
etc., altered.
179. If any alteration is made in - 
( a ) the charter, statutes or memorandum and articles of an
oversea company or any such instrument as aforesaid;
or 
( b ) the directors or secretary of an oversea company or the
particulars contained in the list of the directors and
secretary; or
( c ) the names or addresses of the persons authorised to
represent an oversea company in Malta,
the company shall, within one month of any such alteration, deliver
to the Registrar for registration and publication a return containing
the particulars of the alteration, signed by a director, secretary or
other authorised officer of the company.
Accounts of 
oversea company.  
Substituted by: 
I. 1965.11.
180. (1) Every oversea company shall, in every calendar year,
make out and deliver to the Registrar for registration a balance
sheet and profit and loss account in such form, and containing such
particulars and including such documents as, under the provisions
of this Ordinance, the directors would, if the company had been a
company registered under this Ordinance, be required to make out
and lay before the company in general meeting:
Provided that the Registrar may accept for registration a
balance sheet and profit and loss account prepared in the form
required under the law of the place of the company’s registration or
incorporation if, in his opinion, such accounts give substantially
the same information as, or greater information than, that required
to be given in the accounts referred to in section 135 of this
Ordinance.
( 2 ) Notwithstanding that the balance sheet and profit and loss
account prepared in the form required under the law of the place of
the company’s registration or incorporation do not give
substantially as much information as that required in the accounts
referred to in section 135 of this Ordinance, the Registrar may, in
his absolute discretion, nevertheless agree to accept such accounts
  46  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
for registration in compliance with subsection  (1)  of this section;
but in that event, subject as provided by subsection  ( 4 )  of this
section, the company shall also deliver to the Registrar for
registration - 
( a ) a profit and loss account made out as nearly as may be
in the form and containing the particulars required by
section 135 of this Ordinance and giving a true and fair
view of the profit and loss, during the period to which
it relates, on the company’s operations in Malta as if
such operations had been conducted by a separate
company formed in Malta under this Ordinance;
( b ) a statement, as at the end of the period to which the
profit and loss account referred to in paragraph  ( a )  of
this subsection relates, showing the company’s assets
locally situated in Malta classified distinguished and
valued in accordance with the provisions of section
135 and Part I of the Third Schedule to this Ordinance,
and the nature and amount of the specific charges on
such assets; and
( c ) a report on the account and statement referred to in the
foregoing paragraphs of this subsection by an auditor
qualified in accordance with section 141 of this
Ordinance stating that in his opinion and to the best of
his information the accounts and statements are in
accordance with the books and records of the company
and give the information required by this Ordinance in
the manner therein required and give a true and fair
view of the matter therein stated:
Provided that this subsection shall not apply to any
company which has at any time made in Malta any invitation to the
public to acquire any of its shares or debentures or to deposit
money with it.
( 3 ) In the profit and loss account referred to in paragraph  ( a )  of
subsection  ( 2 )  of this section, the company shall be entitled to make
such apportionments and to add such notes and explanations as
shall, in its opinion, be necessary or desirable in order to give a true
and fair view of the profit or loss of its operations in Malta and for
this purpose may debit a reasonable rate of interest on capital
employed in Malta.
( 4 ) Notwithstanding that the Registrar agrees to accept a
balance sheet and profit and loss account under subsection  ( 2 )  of
this section he may waive compliance with paragraphs  ( a ) ,  ( b )   and
( c )  of that subsection or any of such paragraphs if satisfied that
compliance therewith is impracticable having regard to the nature
of the company’s operations in Malta.
( 5 ) If any such document as is mentioned in the foregoing
subsections is not written in the Maltese or English languages there
shall be annexed to it a certified translation thereof into either of
such languages.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          47
Other obligations 
of oversea 
company.
181. Every oversea company shall -
( a ) in every prospectus inviting subscriptions for its
shares or debentures in Malta state the country in
which the company is registered or incorporated; and
( b ) cause the name of the company and of the country in
which the company is registered or incorporated to be
stated in legible characters in all business letters, trade
catalogues and trade circulars of the company.
Penalties. 
Amended by: 
XIII. 1983.5.
182. If an oversea company fails to comply with any of the
foregoing provisions of this Part of this Ordinance, any officer or
agent of the company who is in default shall be liable to a penalty
not exceeding fifty liri, or, in the case of a continuing offence, five
liri for every day during which the default continues.
Application of 
sections 184 to 
187.
183. The next following four sections shall apply to all
partnerships, other than companies, constituted outside Malta and
having a legal personality distinct from that of their members
( hereinafter referred to as "oversea partnerships" )  which, after the
commencement of this Ordinance, establish a place of business
within Malta or which have, before the commencement of this
Ordinance, established a place of business within Malta and
continue to have a place of business within Malta at the
commencement of this Ordinance.
Documents, etc., to 
be delivered by 
oversea 
partnerships 
carrying on 
business in Malta.
184. (1) Oversea partnerships which, after the commencement
of this Ordinance, establish a place of business within Malta, shall
within one month of the establishment of the place of business,
deliver to the Registrar for registration and publication - 
( a ) an authentic copy of the instrument constituting or
defining the constitution of the partnership, and, if the
instrument is not written in the English or Maltese
language, a certified translation thereof into either of
such languages;
( b ) a list of the persons vested with the administration or
the representation of the partnership, and, in respect of
each such person, his name and surname, his usual
residential address, his nationality and his business
occupation, if any;
( c ) the names and addresses of some one or more person
resident in Malta authorised to represent the
partnership in Malta.
( 2 ) Oversea partnerships which have, before the
commencement of this Ordinance, established a place of business
within Malta and continue to have an established place of business
within Malta at the commencement of this Ordinance shall deliver
to the Registrar for registration and publication the documents and
particulars specified under paragraphs   ( a ) ,   ( b )   and   ( c )   of subsection
(1)  of this section, within three months of the commencement of
this Ordinance.
  48  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
Return to be 
delivered by 
oversea 
partnerships where 
documents, etc., 
altered.
185. If any alteration is made in -
( a ) the instrument constituting or defining the constitution
of an oversea partnership; or
( b ) the persons vested with the administration or the
representation of an oversea partnership or the
particulars contained in the list of such persons; or
( c ) the names or addresses of the persons authorised to
represent an oversea partnership in Malta, 
the partnership shall, within one month of any such alteration,
deliver to the Registrar for registration and publication a return
containing the particulars of the alteration signed by a person
vested with the representation of the partnership. 
Other obligations 
of oversea 
partnerships.
186. Every oversea partnership shall cause the name of the
partnership and of the country in which the partnership is
constituted to be stated in legible characters in all business letters,
trade catalogues and trade circulars of the partnership.
Penalties. 187. If an oversea partnership fails to comply with any of the
foregoing provisions of this Part of this Ordinance, all persons
carrying on business in the name of the partnership shall be
personally and jointly and severally liable for their dealings with
third parties acting in good faith.
Prospectuses
Dating of 
prospectus and 
particulars to be 
contained therein. 
Amended by: 
XIII. 1983.5.
 188. (1) It shall not be lawful for any person to issue, circulate
or distribute in Malta any prospectus offering for subscription
shares in or debentures of a company registered or incorporated or
to be registered or incorporated outside Malta, whether the
company has or has not established, or when constituted will or
will not establish, a place of business in Malta unless the
prospectus is dated and -
( a ) contains particulars with respect to the following
matters:
( i ) the instrument constituting or defining the
constitution of the company;
( ii ) the enactments, or provisions having the force of
an enactment, by or under which the registration
or incorporation of the company was effected;
( iii ) an address in Malta where the said instrument,
enactments or provisions, or copies thereof, and,
if the same are not in the English or Maltese
language, a certified translation thereof into
either of such languages can be inspected;
( iv ) the date on which and the country in which the
company was registered or incorporated;
( v ) whether the company has established a place of
business in Malta, and, if so, the address of its
principal office in Malta;
( b ) subject to the provisions of this section, states the
matters specified in Part I of the Second Schedule to
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          49
this Ordinance and sets out the report specified in Part
II of that Schedule:
Provided that the provisions of sub-paragraphs  ( i ) ,  ( ii )  and
( iii )  of paragraph  ( a )  of this subsection shall not apply in the case of
a prospectus issued more than two years after the date at which the
company is entitled to commence business, and, in the application
of Part I of the Second Schedule for the purposes of this subsection,
paragraph 2 thereof shall have effect with the substitution for the
reference to the articles, of a reference to the constitution of the
company.
( 2 ) Any condition requiring or binding an applicant for shares
or debentures to waive compliance with any requirement imposed
by virtue of paragraph   ( a )   or   ( b )  of the foregoing subsection, or
purporting to affect him with notice of any contract, document or
matter not specifically referred to in the prospectus, shall be void.
( 3 ) It shall not be lawful for any person to issue to any person
in Malta a form of application for shares in or debentures of such a
company or intended company as is mentioned in subsection  (1)  of
this section unless the form is issued with a prospectus which
complies with this Part of this Ordinance and the issue whereof in
Malta does not contravene the provisions of section 189:
Provided that this subsection shall not apply if it is shown
that the form of application was issued in connection with a  bona
fide  invitation to a person to enter into an underwriting agreement
with respect to the shares or debentures.
( 4 ) In the event of non-compliance with or contravention of
any of the requirements imposed by paragraphs  ( a )   and   ( b )  of
subsection  (1)  of this section, a director or other person responsible
for the prospectus shall not incur any liability by reason of the non-
compliance or contravention if the conditions under which a
director or other person responsible for a prospectus is exempt from
liability by section 84 of this Ordinance are satisfied.
( 5 ) This section shall not apply to the issue to existing
members or debenture holders of a company of a prospectus or
form of application relating to shares in or debentures of the
company, whether an applicant for shares or debentures will or will
not have the right to renounce in favour of other persons, but,
subject as aforesaid, this section shall apply to a prospectus or form
of application whether issued on or with reference to the formation
of a company or subsequently.
( 6 ) Any person who is knowingly responsible for the issue,
circulation or distribution of a prospectus, or for the issue of a form
of application for shares or debentures, in contravention of any of
the provisions of this section shall be liable to a fine not exceeding
five hundred liri.
Application of 
sections 85, 86 and 
88.
189. Sections 85, 86 and 88 of this Ordinance shall extend to
every prospectus issued, circulated or distributed in Malta offering
for subscription shares in or debentures of a company registered or
incorporated or to be registered or incorporated outside Malta,
whether the company has or has not established, or when formed
  50  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
will or will not establish, a place of business in Malta.
Interpretation of 
provisions as to 
prospectuses.
190. (1) Where any document by which any shares in or
debentures of a company registered or incorporated outside Malta
are offered for sale to the public would, if the company concerned
had been a company registered under this Ordinance, have been
deemed by virtue of section 89 of this Ordinance to be a
prospectus, that document shall be deemed to be a prospectus for
the purposes of this Part of this Ordinance.
( 2 ) An offer of shares or debentures for subscription or sale to
any person whose ordinary business is to buy or sell shares or
debentures, whether as principal or agent, shall not be deemed an
offer to the public for the purposes of this Part of this Ordinance.
PART IX 
GENERAL 
Power of Prime 
Minister to appoint 
Registrar. 
Amended by: 
L.N. 4 of 1963.
191. The Prime Minister shall appoint a person to be Registrar
of Partnerships and may appoint persons to assist such Registrar,
conferring on any such persons all or any of the powers of the
Registrar under this Ordinance.
Additional duties 
of Registrar. 
Amended by: 
I.1965.12; 
XII.1970.6. 
Substituted by: 
IV. 1991.4.
Amended by:
XXIV.1995.362.
192. (1) In addition to the other duties prescribed by this
Ordinance, it shall be the duty of the Registrar -
( a ) to ensure compliance with any provision of this
Ordinance requiring an act to be done or to be omitted
to be done under a penalty;
( b ) to institute proceedings for the recovery of any penalty
under this Ordinance in the Civil Court, First Hall;
( c ) to retain and register any document which is required
to be delivered or given to or served on him for
registration under any of the provisions of this
Ordinance;
( d ) where under any of the provisions of this Ordinance -
( i ) any document is required to be delivered or
given to or served on him for publication; or
( ii ) any certificate is issued by him on the
registration or change of name or conversion or
amalgamation of a partnership, or the name of a
partnership is struck off the register,
to cause without delay a statement to be published in the
Government Gazette showing the date at which the registration,
delivery or service was made, or at which the name of the
partnership was struck off the register, and the general nature of the
document or certificate, and giving such particulars as are
necessary to distinguish the partnership to which the statement
relates.
( 2 ) Where the Registrar gives notice in writing to any person
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          51
that such person has become liable to a penalty under this
Ordinance specifying the nature of the infringement and indicating
an amount as due by way of penalty in respect of such
infringement, the person to whom the notice is given shall without
prejudice to the provisions of the following subsections of this
section, be deemed to have incurred a penalty under this Ordinance
and the amount indicated as aforesaid as due by way of penalty
shall be deemed to be the penalty due under this Ordinance in
respect of the infringement specified in the notice.
Cap. 12.
( 3 ) A notice as is referred to in subsection  ( 2 )  of this section
shall upon the service of a copy thereof by means of a judicial act
on the person indicated in the notice constitute an executive title
for effects and purposes of Title VII of Part I of Book Second of the
Code of Organisation and Civil Procedure unless such person shall
within thirty days from the date of such service institute
proceedings before the Civil Court, First Hall, objecting to the
penalty so fixed.
Special court 
proceedings.
( 4 ) Where any person desires to institute proceedings objecting
to a penalty referred to in subsection  ( 2 )  of this section, such
proceedings shall be instituted by application against the Registrar.
( 5 ) The application shall, under pain of nullity, state clearly
and concisely the nature of the complaint, the facts out of which the
complaint arises, the reasons why such complaint should be upheld
and the claim that the penalty is not due at law or is due at law only
in a smaller amount.
( 6 ) The court shall not annul or reduce a penalty as aforesaid
unless such penalty cannot at law be imposed in the circumstances
of the case, or cannot at law be fixed in the amount fixed by the
Registrar.
( 7 ) The applicant shall attach to the application all such
documents in support of his claim as it may be in his power to
produce, and shall indicate in his application the names of all the
witnesses he intends to produce stating, in respect of each, the
proof of which he intends to make.
( 8 ) The court shall, without delay, set down the application for
hearing at an early date, which date shall in no case be later than
thirty days from the date of the filing of the application.
( 9 ) The application, and the notice of the date fixed for hearing
shall be served on the Registrar without delay, and the said
Registrar shall file his reply thereto within fifteen days after the
date of the service of the application.
( 10 ) The Registrar shall, in his reply, state clearly and concisely
whether he agrees to the facts set out in the application, and the
reasons why he objects to the claim; he shall moreover state in his
reply the names of the witnesses in support of his reasons and shall
attach thereto all the documents in support thereof.
( 11 ) On the day fixed for the hearing of the application, the
court shall consider the issues of fact and of law as are
ascertainable only from the application, reply or documents filed,
by either of the parties, or from the evidence indicated by either of
  52  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
the parties in the application or reply, as the case may be, or from
the oral pleading of either of the parties.
( 12 ) The court shall hear the application to a conclusion within
five working days from the date fixed for the original hearing of the
application, and no adjournment shall be granted except either with
the consent of both parties, or for an exceptional reason to be
recorded by the court, and such adjourned date shall not be later
than that justified by any such reason.
Cap. 12.
( 13 ) Saving the preceding provisions of this section, the
provisions of the Code of Organisation and Civil Procedure relating
to proceedings before the First Hall of the Civil Court shall apply
in relation to any such application.
Cap. 12.
( 14 ) Notwithstanding the provisions of subsection  ( 2 )  of section
256 of the Code of Organisation and Civil Procedure, the executive
title referred to in subsection  ( 3 )  of this section shall not be
enforceable before the lapse of thirty days from the service of the
judicial act therein referred to.
( 15 ) The decision of the court upon an application referred to in
subsection  ( 4 )  of this section, confirming the imposition of a
penalty fixed by the Registrar or reducing any such penalty, shall
upon becoming  res judicata  be deemed to be a judgment of the
court ordering the payment by the applicant of the penalty as
confirmed or reduced.
( 16 ) An appeal from a decision of the Civil Court, First Hall,
upon an application referred to in subsection  ( 4 )  of this section,
shall be made by means of an application to be filed within six
working days of the date of the decision; the person against whom
the appeal is entered shall within six working days from the service
upon him of the application file a reply to the appeal.
Powers of 
Registrar to 
investigate affairs 
of partnership. 
Amended by:
XI. 1977.2.
193. (1) For the purposes of paragraph  ( a )  of subsection  (1)  of
section 192 of this Ordinance the Registrar shall have power to
investigate the affairs of any partnership and to require any
information and the production of any document from any partner
or from any officer or auditor of a company.
( 2 ) Any matter coming to the knowledge of the Registrar, or of
any other person by reason of his office, in pursuance of the
provisions of this section shall be treated as secret and confidential,
except as may be necessary for the purpose of carrying into effect
the provisions of this Ordinance.
( 3 ) If any partner or if any officer or auditor of a company
prevents or obstructs the Registrar, or any other officer authorised
by him in writing, in the execution of his duties or refuses to
comply with any request made under the provisions of subsection
(1)  of this section or, in complying with any such request, wilfully
or recklessly furnishes any false information, the Registrar may
certify the obstruction or the refusal or the false information under
his hand to the court, and the court may thereupon inquire into the
case and deal with the offender in like manner as if he had been
guilty of contempt of the court.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          53
Inspection, etc., of 
documents kept by 
Registrar.
194. Saving the provisions of subsection  ( 2 )  of section 193 of
this Ordinance, any person may -
( a ) inspect the documents kept by the Registrar;
( b ) require a certificate of the registration of any
partnership or a copy or extract of any other document,
to be certified by the Registrar:
Provided that in relation to documents delivered to the
Registrar with a prospectus in pursuance of paragraph  ( b )  of
subsection  (1)  of section 86 and of paragraph  ( a )  of subsection  ( 3 )
of section 89 of this Ordinance, the right conferred by this section
shall be exercisable only during the fourteen days beginning with
the date of publication of the notice prescribed in section 93 of this
Ordinance.
Power of Minister 
to make 
regulations. 
Substituted by: 
I.1965.13. 
Amended by: 
XII.1970.7.
195. (1)   The Minister may from time to time make regulations -
( a ) respecting fees to be levied and paid in relation to the
registration, publication, inspection or issue of
documents, certificates, copies, or extracts, required or
allowed under this Ordinance;
( b ) respecting the forms to be used for the purpose of this
Ordinance;
( c ) prescribing anything that may be prescribed; and
( d ) generally for any other matter incidental or
supplementary to any of the foregoing matters.
( 2 ) Where in respect of any of the services or other acts to be
performed by the Registrar a fee is prescribed under subsection  (1)
of this section, the Registrar may decline to perform such service or
other act until the appropriate fee is paid; and any instrument,
notice, return or other document delivered, given or forwarded to
the Registrar under this Ordinance shall, if a fee is prescribed as
aforesaid in respect of the registration or publication thereof, be
deemed not to have been delivered, given or forwarded as required
by this Ordinance until the appropriate fee is paid.
  54  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
SCHEDULES  
 Amended by: 
XIII.1983.4 .                                   FIRST SCHEDULE  
( Section 73 )  
PART I
REGULATIONS FOR THE MANAGEMENT OF A LIMITED LIABILITY COMPANY
Share Capital and Variation of Rights
l. Without prejudice to any special rights previously conferred on the holders
of any existing shares or class of shares, any share in the company may be issued
with such preferred, deferred or other special rights or such restrictions, whether in
regard to dividend, voting, return of capital or otherwise as the company may from
time to time by ordinary resolution determine.
2. Subject to the provisions of section 100 of the Commercial Partnerships
Ordinance,  ( hereinafter referred to as "the Ordinance" )  any preference shares may,
with the sanction of an ordinary resolution, be issued on the terms that they are, or at
the option of the company are liable, to be redeemed on such terms and in such
manner as the company before the issue of the shares may by extraordinary
resolution determine.
3. If at any time the share capital is divided into different classes of shares, the
rights attached to any class  ( unless otherwise provided by the terms of issue of the
shares of that class )  may, whether or not the company is being wound up, be varied
with the consent in writing of the holders of three-fourths of the issued shares of that
class, or with the sanction of an extraordinary resolution passed at a separate general
meeting of the holders of the shares of the class. 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 of making
discounts or allowances provided it complies with the requirements of section 98 of
the Ordinance. Such commission may be satisfied by the payment of cash or the
allotment of fully or partly paid shares or partly in one way and partly in the other.
5. Every person whose name is entered as a member in the register of members
shall be entitled without payment to receive one certificate for all his shares or
several certificates each for one or more of his shares upon payment of 12c5 for
every certificate after the first or such less sum as the directors shall from time to
time determine. If a share certificate be defaced, lost or destroyed, it may be renewed
on payment of a fee of 12c5 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 members 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 allotment thereof
made payable at fixed times, provided no call shall exceed one-fourth of the nominal
value of the share or be payable at less than one month from the date fixed for the
payment of the last preceding call, and each member shall  ( subject to receiving at
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          55
least fourteen days’ notice specifying the time or times and place of payment )  pay to
the company, at the time or times and place so specified, the amount 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 liable to pay all
calls in respect thereof.
8. If a sum called in respect of a share is not paid before or on the date
appointed for payment thereof, the person from whom the sum is due shall pay
interest thereon from the day appointed for payment thereof to the time of actual
payment at such rate not exceeding 6 per cent per annum as the directors may
determine, 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 payable on
allotment or at any fixed date, whether on account of the nominal value of the share
or by way of premium, shall for the purposes of these regulations be deemed to be a
call duly made and payable on the date on which, by the terms of issue, the same
becomes payable, and in case of non-payment, all the relevant provisions of these
regulations as to payment of interest and expenses, forfeiture or otherwise shall
apply as if such sum had become payable by virtue of a call duly made and notified.
10. The directors may, on the issue of shares, differentiate between the holders
as to the amount of calls to be paid and the times of payment.
11. The directors may, if they think fit, receive from any member willing to
advance the same, all or any part of the moneys uncalled and unpaid 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, become payable )  pay interest at such rate not exceeding
6 per cent per annum, as may be agreed upon between the directors and the members
paying such sum in advance.
Transfer and Transmission 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 deemed to remain a holder of
the share until the name of the transferee is entered in the register 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 any of his shares by instrument in writing in any
usual or common form or any other form which the directors may approve.
14. The directors may decline to register the transfer of a share  ( not being a fully
paid share )  to a person of whom they shall not approve.
15. The directors may also decline to recognise any instrument of transfer
unless- 
( a ) the instrument of transfer is accompanied by the certificate of the shares
to which it relates, and such other evidence as the directors may
reasonably require to show the right of the transferor to make the
transfer; and
( b ) the instrument of transfer is in respect of only one class of share.
16. If the directors refuse to register a transfer they shall within two months
after the date on which the transfer was lodged with the company send to the
transferee notice of the refusal.
  56  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
17. The registration of transfers may be suspended at such times and for such
periods as the directors may from time to time determine, provided always that such
registration shall not be suspended for more than thirty days in any year.
18. Any person becoming entitled to a share in consequence of the death of a
member may, upon such evidence being produced as may from time to time properly
be required by the directors and subject as hereinafter provided, elect either to be
registered himself as holder of the share or to have some person 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 have had in the case of a
transfer of the share by that member before his death.
19. If the person so becoming entitled shall elect to be registered 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 have another person registered he shall testify his
election by executing to that person a transfer of the share. All the limitations,
restrictions and provisions of these regulations relating to the right to transfer and
the registration of transfers of shares 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
transfer were a transfer signed by that member.
20. A person becoming entitled to a share by reason of the death of the holder
shall be entitled to the same dividends and other advantages to which he would be
entitled if he were the registered holder of the share, except that he shall not, before
being registered as a member in respect of the share, be entitled in respect of it to
exercise any right conferred by membership in relation to meetings of the company:
Provided always that the directors may at any time give notice requiring any such
person to elect either to be registered himself or to transfer the share, and if the
notice is not complied with within ninety days the directors may thereafter withhold
payment of all dividends, bonuses or other moneys payable in respect of the share
until the requirements of the notice have been complied with.
21. In respect of a share held jointly by several persons the name of only one of
such persons shall be entered in the register of members. Such person shall be
elected by the joint holders and shall for all intents and purposes be deemed,  vis-a-
vis  the company, to be the registered holder of the share so held.
Forfeiture of Shares
22. If a member fails to pay any call or instalment of a call on the day appointed
for payment thereof, the directors 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 may have accrued,
by means of a notice which shall also name a further day  ( not earlier 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 that 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 of any such notice as aforesaid are not complied with,
any share in respect of which the notice has been 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.
24. A forfeited share may be sold or otherwise disposed of on such terms and in
such manner as the directors think fit, and the company may receive the
consideration, if any, given for the share on any sale or disposition thereof and may
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          57
execute a transfer of the share in favour of the 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 may be cancelled on such terms as the
directors think fit.
25. A person whose shares have been forfeited shall cease to be a member in
respect of the forfeited shares, but shall, notwithstanding, remain liable to pay to the
company all moneys which, at the date of the forfeiture, were payable by him to the
company in respect of the shares; but his liability shall cease 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 shares into
stock, and re-convert any stock into paid up shares of any denomination.
27. The holders of stock may transfer the same, or any part thereof, in the same
manner and subject to the same regulations, as and subject to which the shares from
which the stock arose might previously to conversion have been transferred, or as
near thereto as circumstances permit; and the directors may from time to time fix the
minimum amount of stock transferable but so that such minimum shall not exceed
the nominal amount of the shares 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 dividends, voting at
meetings of the company and other matters as if they held the shares from which the
stock arose, but no such privilege or advantage  ( except participation in the dividends
and profits of the company and in the assets on winding up )  shall be conferred by
any amount of stock which would not, if existing in shares, 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" therein shall include
"stock" and "stockholder".
General Meetings
30. Subject to the provisions of the Ordinance the annual general meetings shall
be held at such time and place as the directors shall appoint.
31. All general meetings other than annual general meetings shall be called
extraordinary general meetings.
32. The directors may, whenever they think fit, convene an extraordinary
general meeting, and extraordinary general meetings shall also be convened on such
requisition, or, in default, may be convened by such requisitionists, as provided by
section 114 of the Ordinance. If at any time there are not in Malta sufficient directors
capable of acting to form a quorum any director or any two members of the company
may convene an extraordinary general meeting in the same manner, as nearly as
possible, as that in which meetings may be convened by the directors.
Notice of General Meetings
33. A general meeting of the company shall be called by fourteen days’ notice in
writing at the least. The notice shall be exclusive of the day on which it is served or
deemed to be served and of the day for which it is given, and shall specify the place,
  58  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
the day and the hour of meeting and, in case of special business, the general nature
of that business, and shall be given, in manner hereinafter mentioned or in such other
manner, if any, as may be prescribed by the company in general meeting, to such
persons as are, under the regulations of the company, entitled to receive such notices
from the company:
Provided that a meeting of the company shall, notwithstanding that it is called by
shorter notice than that specified in this regulation, be deemed to have been duly
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 the non-receipt of
notice of a meeting by, any person entitled to receive notice shall not invalidate the
proceedings at that meeting.
Proceedings at General Meetings
35. All business shall be deemed special that is transacted at an extraordinary
general meeting, and also all that is transacted at an annual general meeting, with the
exception of declaring a dividend, the consideration of the accounts, balance sheets,
and the reports of the directors and auditors, the election of directors in the place of
those retiring and the appointment of, and the fixing of the remuneration of, the
auditors.
36. No business shall be transacted at any general meeting unless a quorum of
members is present at the time when the meeting proceeds to business; save as herein
otherwise provided, ten per cent of the members present in person or by proxy, not
being less than two members present in person, shall be a quorum.
37. If within half an hour from the time appointed for the meeting a quorum is
not present, the meeting, if convened by the requisition of members, shall be
dissolved; in any other case it shall stand adjourned to the same day in the next
week, at the same time and place or to such other day and at such other time and
place as the directors may determine, and if at the adjourned meeting a quorum is not
present within half an hour from the time appointed for the meeting, the members
present shall be a quorum.
38. The chairman, if any, of the board of directors shall preside as chairman at
every general meeting of the company, or if there is no such chairman, 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, the directors present shall elect 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 holding the meeting, the
members present shall choose one of their number to be chairman of the meeting.
40. The chairman may, with the consent 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 transacted at any adjourned
meeting other than the business left unfinished at the meeting from which the
adjournment took place. When a meeting is adjourned for thirty days or more, notice
of the adjourned meeting shall be given as in the case of an original meeting. Save as
aforesaid it shall not be necessary to give any notice of an adjourned or of the
business to be transacted at an adjourned meeting.
41. At any general meeting a resolution put to the vote of the meeting shall be
decided on a show of hands unless a poll is  ( before or on the declaration of the result
of the show of hands )  demanded -
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          59
( a ) by the chairman; or
( b ) by at least three members present 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 conferring a
right to vote at the meeting being shares on which an aggregate sum has
been paid up equal to not less than one-tenth of the total sum paid up on
all the shares conferring 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 of hands by the
required majority unless there be present at that meeting, whether in person or by
proxy, a number of members holding in the aggregate the required majority as
aforesaid.
   The demand for a poll may be withdrawn.
42. Except as provided in regulation 44, if a poll is duly demanded it shall be
taken in such manner as the chairman directs and the result of the poll shall be
deemed to be the resolution of the meeting at which the poll was demanded.
43. In the case of an equality of votes, whether on a show of hands or on a poll,
the chairman of the meeting at which the show of hands takes place or at which the
poll is demanded, shall be entitled to a second or casting vote.
44. A poll demanded on the election of a chairman or on a question of
adjournment shall be taken forthwith. A poll demanded on any other question shall
be taken at such time as the chairman of the meeting directs, and 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 attached to any class
or classes of shares, on a show of hands every member present in person shall have
one vote, and on a poll every member shall have one vote for each share of which he
is the holder. On a poll votes may be given either personally or by proxy.
46. No member shall be entitled to vote at any general meeting unless 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 voter except at the
meeting or adjourned meeting at which the vote objected to is given or tendered, and
every vote not disallowed at such meeting shall be valid for all purposes. Any such
objection made in due time shall be referred to the chairman of the meeting, whose
decision shall be final and conclusive.
  60  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
48. The instrument appointing a proxy and the power of attorney or other
authority, if any, under which it is signed or a notarially certified 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 specified for that purpose in the notice convening the
meeting, not less than twenty-four hours before the time for holding 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 the time appointed for
the taking of the poll, and in default the instrument of proxy shall not be treated as
valid.
49. An instrument appointing a proxy shall be in the following form or a form as
near thereto as circumstances permit:
Limited
"I/We .................................., of .........................................................................
................................................ residing at  ..................................................... being
a member/members of the above-named company, hereby appoint ............................ 
 ............................................... 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 *   the resolution. Unless otherwise instructed,     
                                         against
the proxy will vote as he thinks fit."  
* Strike out whichever is not desired.
50. The instrument appointing a proxy shall be deemed to confer authority to
demand or join in demanding a poll.
Directors 
51. The remuneration of the directors shall from time to time be determined by
the company in general meeting. Such remuneration shall be deemed to accrue from
day to day. The directors may also be paid all travelling, hotel and other expenses
properly incurred by them in attending and returning from meetings of the directors
or any committee of the directors or general meetings of the company or in
connection with the business of the company.
52. 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. 
Borrowing Powers
53. The directors may exercise all the powers of the company to borrow money,
and to hypothecate or charge its undertaking, property and uncalled capital, or any
part thereof, and to issue debentures, debenture stock and other securities whether
outright or as security for any debt, liability or obligation of the company or of any
third party:
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          61
Provided that the amount for the time being remaining undischarged of moneys
borrowed or secured by the directors as aforesaid  ( apart from temporary loans
obtained from the company’s bankers in the ordinary course of business )  shall not at
any time, without the previous sanction of the company in general meeting, exceed
the nominal amount of the share capital of the company for the time being issued,
but nevertheless no lender or other person dealing with the company shall be
concerned to see or inquire whether this limit is observed. No debt incurred or
security given in excess of such limit shall be invalid or ineffectual except in the
case of express notice to the lender or the recipient of the security at the time when
the debt was incurred or security given that the limit hereby imposed had been or
was thereby exceeded.
Powers and Duties of Directors
54. The directors shall exercise their powers subject to any of these regulations,
to the provisions of the Ordinance and to such regulations, being not inconsistent
with the aforesaid regulations or provisions, as may be prescribed by the company in
general meeting; but no regulation made by the company in general meeting shall
invalidate any prior act of the directors which would have been valid if that
regulation had not been made.
55. The directors shall have power to appoint any person to be the attorney of
the company for such purposes and with such powers, authorities and discretion  ( not
exceeding those vested in or exercisable 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 protection and
convenience of persons dealing with any such attorney as the directors may think fit,
and may also authorise any such attorney to delegate all or any of the powers,
authorities and discretions vested in him.
56. A director shall not vote at a meeting of the directors in respect of any
contract or arrangement in which he is interested, and if he shall do so his vote shall
not be counted, nor shall he be counted in the quorum present at the meeting, but
neither of these prohibitions shall apply to - 
( a ) any arrangement for giving any director any security or indemnity in
respect of money lent by him to or obligations undertaken by him for
the benefit of the company; or
( b ) to 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 which
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 shares or
debentures of the company; or
( d ) any contract or arrangement with any other company in which he is
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, arrangement or transaction,
by the company in general meeting.
57. The directors shall cause minutes to be made in books provided for the
purpose -
( a ) of all appointments of officers made by the directors;
  62  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
( b ) of the names of the directors present at each meeting of the directors
and of any committee of the directors;
( c ) of all resolutions and proceedings at all meetings of the company, and
of the directors, and of committees of directors.
58. 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
59. At the first annual general meeting of the company all the directors 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 is not three or a multiple
of three, then the number nearest one-third, shall retire from office.
60. The directors to retire in every year shall be those who have been longest in
office since their last election, but as between persons who became directors on the
same day those to retire shall  ( unless they otherwise agree among themselves )  be
determined by lot.
61. A retiring director shall be eligible for re-election.
62. The company at the meeting at which a director retires in manner aforesaid
may fill the vacated office by electing a person thereto.
63. No person other than a director retiring at the meeting shall unless
recommended by the directors be eligible for election to the office of director at any
general meeting unless not less than three nor more than fourteen days before the
date appointed for the meeting there shall have been left at the registered office of
the company notice in writing, signed by a member duly qualified to attend and vote
at the meeting for which such notice 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.
Proceedings of Directors
64. The directors may meet together 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 secretary on the
requisition of a director shall, at any time summon a meeting 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.
65. 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.
66. 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 directors, the
continuing directors or director may act for the purpose of increasing the number of
directors to that number, or of summoning a general meeting of the company, but for
no other purpose.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          63
67. The directors may elect a chairman of their meetings and determine 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 the time appointed for
holding the same, the directors present may choose one of their number to be
chairman of the meeting.
68. The directors may delegate any of their powers to committees consisting of
such member or members of their body as they think fit. Any committee so formed
shall in the exercise of the powers so delegated conform to any regulations that may
be imposed on it by the directors, and subject to any such regulations, it shall
regulate its proceedings in like manner as if its meetings were meetings of the
directors.
69. 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 valid and effectual as if it
had been passed at a meeting of the directors duly convened and held.
Managing Director
70. The directors may from time to time appoint one or more of their body to the
office of managing director for such period and on such terms as they think fit, and,
subject to the terms of any agreement entered into in any particular case, may revoke
such appointment. A director so appointed shall not, whilst holding that office, be
subject to retirement by rotation or be taken into account in determining the rotation
of retirement of directors, but his appointment shall be automatically determined if
he ceases from any cause to be a director.
71. A managing director shall receive such remuneration as the directors,
subject to the approval of the company in general meeting, may from time to time
determine. 
72. The directors may entrust to and confer upon a managing director any of the
powers exercisable by them upon such terms and conditions and with such
restrictions as they may think fit, and either collaterally with or to the exclusion of
their own powers and may from time to time revoke, withdraw, alter or vary all or
any of such powers.
Secretary 
73. The directors may appoint a secretary for such term, at such remuneration
and upon such conditions as they may think fit; and any secretary so appointed may
be removed by them:
Provided that no person shall be appointed or hold office as secretary who is the
sole director of the company.
Dividends and Reserve
74. The company in general meeting may declare dividends, but no dividend
shall exceed the amount recommended by the directors.
75. The directors may from time to time pay to the members such interim
dividends as appear to the directors to be justified by the profits of the company.
76. No dividend shall be paid otherwise than out of profits.
  64  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
77. The directors may, before recommending any dividend, set aside out of the
profits of the company such sums as they think proper as a reserve or reserves which
shall, at the discretion of the directors, be applicable for any purpose to which the
profits of the company may be properly applied, and pending such application may,
at the like discretion, either be employed in the business of the company or be
invested in such investments  ( other than shares of the company )  as the directors may
from time to time think fit. The directors may also without placing the same to
reserve carry forward any profits which they may think prudent not to divide.
78. Subject to the rights of persons, if any, entitled to shares with special rights
as to dividend, all dividends shall be declared and paid according to the amounts
paid or credited as paid on the shares in respect whereof the dividend 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 paid on the shares during
any portion or portions of the period in respect of which the dividend is paid; but if
any share is issued on terms providing that it shall rank for dividend as from a
particular date such share shall rank for dividend accordingly.
79. The directors may deduct from any dividend payable to any member all
sums of money  ( if any )  presently payable by him to the company on account of calls
or otherwise in relation to the shares of the company.
80. No dividend shall bear interest against the company. 
Accounts 
81. The directors shall from time to time determine whether and to what extent
and at what times and places and under what conditions or regulations the accounts
and books of the company or any of them shall be open to the inspection of members
not being directors, and no member  ( not being a director )  shall have any right of
inspecting any account or book or document of the company except as conferred by
law or authorised by the directors or by the company in general meeting.
Capitalisation of Profits
82. The company in general meeting may upon the recommendation of the
directors resolve that it is desirable to capitalise any part of the amount for the time
being standing to the credit of any of the company’s reserve accounts or to the credit
of the profit and loss account or otherwise available for distribution, and accordingly
that such sum be set free for distribution amongst the members who would have been
entitled thereto if distributed by way of dividend and in the same proportions on
condition that the same be not paid in cash but be applied either 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 amongst such members in the
proportion aforesaid, or partly in the one way and partly in the other, and the
directors shall give effect to such resolution:
Provided that a share premium account and a capital redemption reserve fund may,
for the purposes of this regulation, only be applied in the paying up of unissued
shares to be issued to members of the company as fully paid bonus shares:
Provided further that the directors may in giving effect to such resolution make
such provision by payment in cash or otherwise as they think fit for the case of
shares or debentures becoming distributable in fractions.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          65
Notice 
83. A notice may be given by the company to any member either personally 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. Where a notice is sent by post, service of the notice shall
be deemed to be effected by properly 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 twenty-four hours after the letter containing 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.
84. Notice of every general meeting 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 an
address in Malta for the giving of notices to them; and
( b ) the auditor for the time being of the company.
No other person shall be entitled to receive notices of general meetings. 
Indemnity
85. Every director, managing director, agent, auditor or secretary and 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 favour or in which he is acquitted.
PART II
REGULATIONS FOR THE MANAGEMENT OF A PRIVATE COMPANY
1. The regulations contained in Part I of this Schedule  ( with the exception of
regulation 14 )  shall apply.
2. The company is a private company and accordingly- 
( a ) the right to transfer shares is restricted in manner hereinafter prescribed; 
( b ) the number of members of the company is limited to fifty:
      Provided that where two or more persons hold one or more shares in
the company jointly they shall for the purpose of this regulation be
treated as a single member;
( c ) any invitation to the public to subscribe for any shares or debentures of
the company is prohibited;
( d ) the company shall not have power to issue share warrants to bearer.
3. The directors may, in their absolute discretion and without assigning any
reason therefor, decline to register any transfer of any share, whether or not it is a
fully paid share.
  66  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
4. Subject to the provisions of the Ordinance, a resolution in writing signed by
all the members for the time being entitled to receive notice of and to attend and vote
at general meetings shall be as valid and effective as if the same had been passed at a
general meeting of the company duly convened and held.
5. The directors may at any time require any person whose name is 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 company satisfies the
conditions mentioned in subsection  ( 2 )  of section 149 of the Ordinance.
SECOND SCHEDULE 
( SECTIONS 83, 84, 86, 188 )
MATTERS TO BE SPECIFIED IN A PROSPECTUS AND REPORTS TO BE SET OUT 
THEREIN
PART I 
Matters to be specified
1. The number of founders or management or deferred shares, if any, and the
nature and extent of the interest of the holders in the property and profits of the
company.
2. The number of shares, if any, fixed by the articles as the qualification of a
director, and any provision in the articles as to remuneration of the directors.
3. The names and addresses of the directors. 
4. Particulars as to -
( a ) the amount which, in the opinion of the directors, is to be raised by the
issue of the shares in order to provide the sums, or, if any part thereof is
to be defrayed in any other manner, the balance of the sums, required to
be provided in respect of each of the following matters:
( i ) the purchase price of any property purchased or to be purchased
which is to be defrayed in whole or in part out of the proceeds of
the issue;
( ii ) any preliminary expenses payable by the company and any
commission so payable to any person in consideration of his
agreeing to subscribe for, or of his procuring or agreeing to
procure subscriptions for, any shares in the company;
( iii ) the repayment of any moneys borrowed by the company in respect
of any of the foregoing matters;
( iv ) working capital; and
( b ) the amounts to be provided in respect of the matters aforesaid otherwise
than out of the proceeds of the issue and the sources out of which those
amounts are to be provided.
5. The time of the opening of the subscription lists.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          67
6. The amount payable on application and allotment on each share, and, in the
case of a second or subsequent offer of shares the amount offered for subscription on
each previous allotment made within the two preceding years, the amount actually
allotted, and the amount, if any, paid on the shares so allotted.
7. The number, description and amount of any shares in or debentures of the
company which any person has, or is entitled to be given, an option to subscribe for,
together with the following particulars of the option, that is to say:
( a ) the period during which it is exercisable;
( b ) the price to be paid for shares or debentures subscribed for under it;
( c ) the consideration, if any, given or to be given for it or for the right to it;
( d ) the names and addresses of the persons to whom it or the right to it was
given or, if given to existing shareholders or debenture holders as such,
the relevant shares or debentures.
8. The number and amount of shares and debentures which within the two
preceding years have been issued, or agreed to be issued, as fully or partly paid up
otherwise than in cash, and in the latter case the extent to which they are so paid up,
and in either case the consideration for which those shares or debentures have been
issued or are proposed or intended to be issued.
9. In regard to any property purchased or acquired by the company or proposed
so to be purchased or acquired, which is to be paid for wholly or partly out of the
proceeds of the issue offered for subscription by the prospectus, the following
particulars, that is to say:
( a ) the names and addresses of the vendors;
( b ) the amount paid or payable in cash, shares or debentures to the vendor,
specifying the amount, if any, in respect of goodwill, and, where there is
more than one separate vendor, or the company is a sub-purchaser, the
amount so payable to each vendor;
( c ) short particulars of any transaction relating to the property completed
within the two preceding years in which any vendor of the property to
the company or any person who is, or was at the time of the transaction,
a promoter or a director of the company had any interest direct or
indirect.
Every person shall for the purpose of this Schedule be deemed to be a vendor who
has entered into a contract, absolute or conditional, for the sale or purchase, or for
any option of purchase, of any property to be acquired by the company, in any case
where -
( a ) the purchase money is not fully paid at the date of the issue of the
prospectus;
( b ) the purchase money is to be paid or satisfied wholly or in part out of the
proceeds of the issue offered for subscription by the prospectus;
( c ) the contract depends for its validity or fulfilment on the result of that
issue. 
 In this paragraph the expression "vendor" includes a grantor on emphyteusis and a
lessor, the expression "sale" includes an emphyteutical grant and a lease, the
expression "purchase money" includes the consideration for the emphyteutical grant
or for the lease, and the expression "sub-purchaser" includes a sub-emphyteuta and a
sub-lessee.
  68  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
10. The amount, if any, paid within the two preceding years, or payable, as
commission  ( but not including commission to sub-underwriters )  for subscribing or
agreeing to subscribe, or procuring or agreeing to procure subscriptions, for any
shares in or debentures of the company, or the rate of any such commission.
11. The amount or estimated amount of preliminary expenses and the persons by
whom any of those expenses have been paid or are payable, and the amount or
estimated amount of the expenses of the issue and the persons by whom any of those
expenses have been paid or are payable.
12. Any amount or benefit paid or given within the two preceding years or
intended to be paid or given to any promoter, and the consideration for the payment
or the giving of the benefit.
13. The names and addresses of the auditors, if any, of the company.
14. The dates of, parties to, name of receiving notary, if any, and the general
nature of every material contract, not being a contract entered into in the ordinary
course of the business carried on or intended to be carried on by the company or a
contract entered into more than two years before the date of issue of the prospectus.
15. If the share capital of the company is divided into different classes of shares,
the right of voting at meetings of the company conferred by, and the rights in respect
of capital and dividends attached to, the several classes of shares respectively.
16. Full particulars of the nature and extent of the interests, if any, of any
director in the promotion of, or in the property proposed to be acquired by, the
company, or where the interest of such a director consists in being a joint owner of a
firm or a partner in a partnership other than a company, the nature and extent of the
interest of the firm or partnership, with a statement of all sums paid or agreed to be
paid to him or to the firm or partnership in cash or shares or otherwise by any person
either to induce him to become, or to qualify him as, a director, or otherwise for
services rendered by him or by the firm or partnership in connection with the
promotion or formation of the company.
17. In the case of a company which has been carrying on business, or of a
business which has been carried on for less than three years, the length of time
during which the business of the company or the business to be acquired, as the case
may be, has been carried on. 
PART II 
Reports To Be Set Out
18. A report by the auditors of the company with respect to -
( a ) the profits and losses of the company in respect of each of the five
financial years, or where the company has been carrying on business for
less than five years, in respect of each of such years, immediately
preceding the issue of the prospectus; and
( b ) the assets and liabilities of the company at the last date to which the
accounts of the company were made up; and
( c ) the rates of the dividends, if any, paid by the company in respect of each
class of shares in respect of each of the five financial years, or such less
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          69
number of years as aforesaid, immediately preceding the issue of the
prospectus, giving particulars of each such class of shares on which
such dividends have been paid and particulars of the cases in which no
dividends have been paid in respect of any class of shares in respect of
any of those years,
and, if no accounts have been made up in respect of any part of the period of five
years or of such shorter period as aforesaid, ending on a date three months before the
issue of the prospectus, containing a statement of that fact.
19. If the proceeds, or any part of the proceeds, of the issue of the shares or
debentures are or is to be applied, directly or indirectly in the purchase of any
business or in the acquisition by the company of shares in any other company which,
by reason of that acquisition or anything to be done in consequence thereof or in
connection therewith, will become a subsidiary of the company, a report made by
accountants  ( who shall be named in the prospectus and who are qualified under this
Ordinance for appointment as auditor of a company )  upon - 
( a ) the profits or losses of the business or of that other company in respect
of each of the five financial years, or such shorter period as aforesaid,
immediately preceding the issue of the prospectus; and
( b ) the assets and liabilities of the business or of that other company at the
last date to which the accounts of the business or of the company were
made up.
20. Any of the aforesaid reports shall either indicate by way of a note any
adjustments as respects the figures of any profits or losses or assets and liabilities
dealt with by the report which appear to the persons making the report necessary or
shall make those adjustments and indicate that adjustments have been made, and in
either case give the reasons therefor.
THIRD SCHEDULE                                            Amended by:
L.N. 4 of 1963;
XI.1977.2.
  ( SECTIONS 135, 137 )
PART I 
G E N E R A L  P R O V I S I O N S  A S  T O  B A L A N C E  S H E E T  A N D  P R O F I T  A N D  L O S S  A C C O U N T
Balance Sheet
1. The authorised share capital, issued share capital, liabilities and assets shall
be summarised, with such particulars as are necessary to disclose the general nature
of the assets and liabilities, and there shall be specified - 
( a ) any part of the issued capital that consists of redeemable preference
shares, and the earliest date on which the company has power to redeem
those shares;
( b ) the amount of the share premium account;
  70  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
( c ) particulars of any redeemed debentures which the company has power
to re-issue.
2. There shall be stated under separate headings, so far as they are not written
off-
( a ) the preliminary expenses; 
( b ) any expenses incurred in connection with any issue of share capital or
debentures;
( c ) any sums paid by way of commission in respect of any shares or
debentures;
( d ) any sums allowed by way of discount in respect of any debentures; and 
( e ) the amount of the discount allowed on any issue of shares at a discount. 
3. (1) The reserves, provisions, liabilities and fixed and current assets shall be
classified under headings appropriate to the company’s business:
Provided that - 
( a ) where the amount of any class is not material it may be included under
the same heading as some other class; and
( b ) where any assets of one class are not separable from assets of another
class, those assets may be included under the same heading.
( 2 ) Fixed assets shall also be distinguished from current assets.
( 3 ) The method or methods used to arrive at the amount of the fixed assets under
each heading shall be stated.
4. (1) The method of arriving at the amount of any fixed asset shall, subject to
the next following sub-paragraph, be to take the difference between - 
( a ) its cost or, if it stands in the company’s books at a valuation, the amount
of the valuation; and
( b ) the aggregate amount provided or written off since the date of
acquisition or valuation, as the case may be, for depreciation or
diminution in value, 
and for the purpose of this paragraph the net amount at which any assets stand in the
company’s book at the commencement of the Ordinance  ( after deduction of the
amounts previously provided or written off for depreciation or diminution in value )
shall, if the figures relating to the period before the commencement of the Ordinance
cannot be obtained without unreasonable expense or delay, be treated as if it were
the amount of a valuation of those assets made at the commencement of the
Ordinance and, where any of those assets are sold, the said net amount less the
amount of the sales shall be treated as if it were the amount of a valuation so made of
the remaining assets.
( 2 ) The foregoing sub-paragraph shall not apply -
( a ) to assets for which the figures relating to the period beginning with the
commencement of the Ordinance cannot be obtained without
unreasonable expense or delay; or
( b ) to assets the replacement of which to provide for wholly or partly - 
( i ) by making provision for renewals and charging the cost of
replacement against the provision so made; or
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          71
( ii ) by charging the cost of replacement direct to revenue; or
( c ) to any investments of which the market value  ( or in the case of
investments not having a market value, their value as estimated by the
directors )  is shown either as the amount of the investments or by way of
note; or
( d ) to goodwill, patents or trade marks.
( 3 ) For the assets under each heading whose amount is arrived at in accordance
with sub-paragraph  (1)  of this paragraph, there shall be shown - 
( a ) the aggregate of the amounts referred to in paragraph  ( a )  of that sub-
paragraph; and
( b ) the aggregate of the amounts referred to in paragraph  ( b )  thereof.
( 4 ) As respects the assets under each heading whose amount is not arrived at in
accordance with the said sub-paragraph  (1)  because their replacement is provided for
as mentioned in sub-paragraph  ( 2 )   ( b )   of this paragraph, there shall be stated - 
( a ) the means by which their replacement is provided for; and
( b ) the aggregate amount of the provision  ( if any )  made for renewals and
not used.
5. The aggregate amounts respectively of capital reserves, revenue reserves
and provisions  ( other than provisions for depreciation, renewals or diminution in
value of assets )  shall be stated under separate headings:
Provided that this paragraph shall not require a separate statement of any of the
said three amounts which is not material.
6. (1) There shall also be shown  ( unless it is shown in the profit and loss
account or a statement or report annexed thereto, or the amount involved is not
material )  -
( a ) where the amount of the capital reserves, of the revenue reserves or of
the provisions  ( other than provisions for depreciation, renewals or
diminution in value of assets )  shows an increase as compared with the
amount at the end of the immediately preceding financial year, the
source from which the amount of the increase has been derived; and
( b ) where - 
( i ) the amount of the capital reserves or of the revenue reserves
shows a decrease as compared with the amount at the end of the
immediately preceding financial year; or
( ii ) the amount at the end of the immediately preceding financial year
of the provisions  ( other than provisions for depreciation, renewals
or diminution in value of assets )  exceeded the aggregate of the
sum since applied and amounts still retained for the purposes
thereof,
the application of the amounts derived from the difference.
( 2 ) Where the heading showing any of the reserves or provisions aforesaid is
divided into sub-headings this paragraph shall apply to each of the separate amounts
shown in the sub-headings instead of applying to the aggregate amount thereof.
7. (1) There shall be shown under separate headings:
( a ) the aggregate amounts respectively of the company’s trade investments,
  72  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
quoted investments other than trade investments and unquoted
investments other than trade investments;
( b ) if the amount of goodwill and of any patents and trade marks or part of
that amount is shown as a separate item in or is otherwise ascertainable
from the books of the company, or from any contract for the sale or
purchase of any property to be acquired by the company, the said
amount so shown or ascertained so far as not written off or, as the case
may be, the said amount so far as it is so shown or ascertained and as so
shown or ascertained as the case may be;
( c ) the aggregate amount of bank loans and overdrafts;
( d ) the net aggregate amount  ( after deduction of income tax )  which is
recommended for distribution by way of dividend.
( 2 ) Nothing in head   ( b )  of the foregoing sub-paragraph shall be taken as
requiring the amount of the goodwill, patents and trade marks to be stated otherwise
than as a single item.
8. Where any liability of the company is secured by a privilege or a hypothec
on any assets of the company, the fact that that liability is so secured shall be stated,
but it shall not be necessary to specify the assets on which the liability is secured.
9. (1) The matters referred to in the following sub-paragraphs shall be stated
by way of note, or in a statement or report annexed, if not otherwise shown.
( 2 ) The number, description and amount of any shares which any person has an
option to subscribe for, together with the following particulars of the option, that is
to say -
( a ) the period during which it is exercisable;
( b ) the price to be paid for shares subscribed for under it.
( 3 ) The amount of any arrears of fixed cumulative dividends on the company’s
shares and the period for which the dividends or, if there is more than one class, each
class of them are in arrear, the amount to be stated before deduction of income tax,
except that, in the case of tax free dividends, the amount shall be shown free of tax
and the fact that it is so shown shall also be stated.
( 4 ) Particulars of any charge on the assets of the company to secure the
liabilities of any other person, including, where practicable, the amount secured.
( 5 ) The general nature of any other contingent liabilities not provided for and,
where practicable, the aggregate amount or estimated amount of those liabilities, if it
is material.
( 6 ) Where practicable the aggregate amount or estimated amount, if it is
material, of contracts for capital expenditure, so far as not provided for.
( 7 ) If in the opinion of the directors any of the current assets have not a value,
on realisation in the ordinary course of the company’s business, at least equal to the
amount at which they are stated, the fact that the directors are of that opinion.
( 8 ) The aggregate market value of the company’s quoted investments, other
than trade investments, where it differs from the amount of the investments as stated,
and the stock exchange value of any investments of which the market value is shown
( whether separately or not )  and is taken as being higher than their stock exchange
value.
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          73
( 9 ) The basis on which foreign currencies have been converted into Maltese liri,
where the amount of the assets or liabilities affected is material.
( 10 ) The basis on which the amount, if any, set aside for Malta income tax is
computed.
( 11 ) Except in the case of the first balance sheet laid before the company after the
commencement of the Ordinance, the corresponding amounts at the end of the
immediately preceding financial year for all items shown in the balance sheet.
Profit and Loss Account
10. There shall be shown -
( a ) the amount charged to revenue by way of provision for depreciation,
renewals or diminution in value of fixed assets;
( b ) the amount of the interest on the company’s debentures and other fixed
loans;
( c ) the amount of the charge for Malta income tax, including, where
practicable, as Malta income tax, any taxation imposed elsewhere to the
extent of the relief, if any, from Malta income tax;
( d ) the amounts respectively provided for redemption of share capital and
for redemption of loans;
( e ) the amount, if material, set aside or proposed to be set aside to, or
withdrawn from, reserves;
( f ) the amount, if material, set aside to provisions other than provisions for
depreciation, renewals or diminution in value of assets or, as the case
may be, the amount, if material, withdrawn from such provisions and
not applied for the purposes thereof;
( g ) the amount of income from investments, distinguishing between trade
and other investments;
( h ) the aggregate amount of the dividends paid and proposed.
11. If the remuneration of the auditors is not fixed by the company in general
meeting, the amount thereof shall be shown under a separate heading, and for the
purposes of this paragraph, any sums paid by the company in respect of the auditors’
expenses shall be deemed to be included in the expression "remuneration".
12. (1) The matters referred to in the following sub-paragraphs shall be stated
by way of note, if not otherwise shown.
( 2 ) If depreciation or replacement of fixed assets is provided for by some
method other than a depreciation charge or provision for renewals, or is not provided
for, the method by which it is provided for or the fact that it is not provided for, as
the case may be.
( 3 ) The basis on which the charge for Malta income tax is computed.
( 4 ) Whether or not the amount stated for dividends paid and proposed is for
dividends subject to deduction of income tax.
( 5 ) Except in respect of the first profit and loss account laid before the company
after the commencement of the Ordinance, the corresponding amounts for the
immediately preceding financial year for all items shown in the profit and loss
account.
  74  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
( 6 ) Any material respects in which any items shown in the profit and loss
account are affected -
( a ) by transaction of a sort not usually undertaken by the company or
otherwise by circumstances of an exceptional or non-recurrent nature;
or 
( b ) by any change in the basis of accounting.
PART II
Exceptions For Special Classes Of Company
13. (1) A banking or discount company shall not be subject to the requirements
of Part I of this Schedule other than -
( a ) as respects its balance sheet, those of paragraphs 1 and 2, paragraph 3
( so far as it relates to fixed and current assets ) , paragraph 7  ( except sub-
paragraph  ( i )   ( c )) , paragraph 8, and paragraph 9  ( except sub-paragraph
( 8 )) ; and
( b ) as respects its profit and loss account, those of paragraph 10  ( h ) ,
paragraph 11 and sub-paragraphs  (1) ,  ( 4 )  and  ( 5 )  of paragraph 12,
but, where in its balance sheet capital reserves, revenue reserves or provisions  ( other
than provisions for depreciation, renewals or diminution in value of assets )  are not
stated separately, any heading stating an amount arrived at after taking into account
such a reserve or provision shall be so framed or marked as to indicate that fact, and
its profit and loss account shall indicate by appropriate words the manner in which
the amount stated for the company’s profit or loss has been arrived at.
( 2 ) The accounts of a banking or discount company shall not be deemed, by
reason only of the fact that they do not comply with any requirements of the said Part
I from which the company is exempt by virtue of this paragraph, not to give the true
and fair view required by the Ordinance.
( 3 ) In this paragraph the expression "banking or discount company" means any
company which satisfies the Minister that it ought to be treated for the purposes of
this Schedule as a banking company or as a discount company.
PART III
Interpretation of Schedule
14. (1) For the purposes of this Schedule, unless the context otherwise
requires-
( a ) the expression "provision" shall, subject to sub-paragraph  ( 2 )  of this
paragraph, mean any amount written off or retained by way of providing
for depreciation, renewals or diminution in value of assets or retained
by way of providing for any known liability of which the amount cannot
be determined with substantial accuracy;
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          75
( b ) the expression "reserve" shall not, subject as aforesaid, include any
amount written off or retained by way of providing for depreciation,
renewals or diminution in value of assets or retained by way of
providing for any known liability;
( c ) the expression "capital reserve" shall not include any amount regarded
as free for distribution through the profit and loss account and the
expression "revenue reserve" shall mean any reserve other than a capital
reserve,
and in this paragraph the expression "liability" shall include all liabilities in respect
of expenditure contracted for and all disputed or contingent liabilities.
( 2 ) Where -
( a ) any amount written off or retained by way of providing for depreciation,
renewals or diminution in value of assets, not being an amount written
off in relation to fixed assets before the commencement of the
Ordinance; or
( b ) any amount retained by way of providing for any known liability,
is in excess of that which in the opinion of the directors is reasonably necessary for
the purpose, the excess shall be treated for the purposes of this Schedule as a reserve
and not as a provision.
15. For the purposes aforesaid, the expression "quoted investment" means an
investment as respects which there has been granted a quotation or permission to
deal on any stock exchange of repute, and the expression "unquoted investment"
shall be construed accordingly.
  76  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
FOURTH SCHEDULE                               Amended by:
XIII.1983.4.
( SECTION 144 )
CONTENTS AND FORM OF ANNUAL RETURN
ANNUAL Return of ............................................... Limited, being made up to the
.......................... day of ............................, 19     (being the fourteenth day after the
date of the annual general meeting for the year 19     ).
1.  Address
( Address of the registered office of the company )  
2.  Summary of Share Capital and Debentures
( a ) Nominal Share Capital
Nominal Share Capital Lm............................................................ divided into: 
(Insert number and class)   shares of ................................. each
...................... ........................ shares of ................................. each
...................... ........................ shares of ................................. each
...................... ........................ shares of ................................. each
( b ) Issued Share Capital and Debentures
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
Number of shares of each class
issued subject to payment
wholly in cash.        
.......................
.......................
.......................
.......................
...................... shares
...................... shares
...................... shares
...................... shares
Number of shares of each class
issued as fully paid up for a
consideration other than cash. 
.......................
.......................
.......................
...................... shares
...................... shares
...................... shares
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          77
Number of shares of each class
issued as partly paid up for a
consideration other than cash
and extent to which each such
share is so paid up. 
issued as paid up to the extent of Lm ........
per share .................... ................... shares
issued as paid up to the extent of Lm ........
per share .................... ................... shares
issued as paid up to the extent of Lm ........
per share .................... ................... shares
issued as paid up to the extent of Lm ........
per share .................... ................... shares
Number of shares (if any) of each
class issued at a discount. 
Number Class
......................
......................
......................
......................
...................... shares
...................... shares
...................... shares
...................... shares
Amount of discount on the issue of
shares which has not been
written off at the date of this
return.                        Lm ......................................
Number Class
Amount called up
on number of
shares of each
class.
Lm ....per share on  ....................... ........................ shares
Lm ....per share on  ....................... ........................ shares
Lm ....per share on ....................... ........................ shares
Lm ....per share on  ........................ ........................ shares
Total amount of calls received,
including payments on application
and allotment and any sums
received on shares forfeited.  Lm .......................................
Total amount (if
any) agreed to be
considered as
paid on number
of shares of each
class issued as
fully paid up for
a consideration
other than cash. 
Lm .... on 
Number
......................
......................
......................
......................
......................
......................
......................
......................
Class
.................................. shares
.................................. shares
.................................. shares
.................................. shares
.................................. shares
.................................. shares
.................................. shares
.................................. shares
  78  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
Total amount (if
any) agreed to be
considered as
paid on number
of shares of each
class issued as
partly paid up
fora
consideration
other than cash
Lm .... on 
..... .... ...
Number
......................
......................
......................
......................
......................
......................
......................
......................
......................
Class
.................................. shares
.................................. shares
.................................. shares
.................................. shares
.................................. shares
.................................. shares
.................................. shares
.................................. shares
.................................. shares
Total amount of calls unpaid ......... Lm ............................
Total amount of the sums (if
any) paid by way of
commission in
respect of any shares or
debentures....................... Lm .........................................
Total amount of the sums (if
any) allowed by way of
discount in respect of any
debentures since the date of
the last return .....................   Lm ..........................................
Total number of shares of each
class forfeited.
Number
......................
......................
......................
......................
Class
.................................. shares
.................................. shares
.................................. shares
.................................. shares
Total amount paid (if any) on
shares forfeited. ................. Lm .........................................
Total amount of shares for
which share warrants to
bearer are outstanding. Lm .........................................
Total amount of share warrants
to bearer issued and
surrendered respectively
since the date of the last
return.
Issued:  
Surrendered:
Lm ....................
Lm ....................
                     COMMERCIAL PARTNERSHIPS               [ CAP. 168.          79
4.   Particulars of Directors
Number of shares comprised in
each share warrant to
bearer, specifying in the
case of warrants of different
kinds, particulars of each
kind.          .........................................
     3.   List of Past and Present Members
List of persons holding shares or stock in the company on the fourteenth day after
the annual general meeting for 19    , and of persons who have held shares or stock
therein at any time since the date of the last return, or in the case of the first return,
of the registration of the company.
Folio in
register ledger
containing    
particulars
 Names and 
addresses Account of Shares       Remarks
Number of 
shares held 
by existing     
members at 
date of 
return*§ 
Particulars of shares 
transferred since the date 
of 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 )
* The aggregate number of shares held by each member must be stated, and the
aggregates must be added up so as to agree with the number of the shares stated in
the Summary of Shares Capital and Debentures to have been taken up.
§When the shares are of different classes these columns should be sub-divided
so that the number of each class held, or transferred ,  may be shown separately.
Where any shares have been converted into stock the amount of stock held by each
member must be shown.
**The date of registration of each transfer should be given as well as the number
of shares transferred on each date. The particulars should be placed opposite the
name of the transferor and not opposite that of the transferee, but the name of the
transferee may be inserted in the "Remarks" column immediately opposite the
particulars of each transfer. 
  80  CAP. 168. ]   COMMERCIAL PARTNERSHIPS
Particulars of the persons who are directors of the company at the date of this return.
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 
registered or 
principal office)
Business 
occupation and 
particulars of other 
directorships 
Signed .................................. Director
