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Maltese Laws |
AN ACT to amend various financial services laws
BE IT ENACTED by the President, by and with the advice and consent of the House of Representatives, in this present Parliament assembled, and by the authority of the same, as follows:-
Short title.
Amendment of the Malta Financial Services Authority Act.
Cap. 330.
Amendment of article
2 of the principal Act.
Services Laws (Amendment) Act, 2010.
(a) the definition “financial services” shall be substituted as follows:
“ “financial services” means the business of credit and financial institutions, the business of insurance and the activities
of insurance intermediaries, the provision of investment services and collective investment schemes, pensions and retirement funds,
regulated markets, central securities depositories and such other areas of activity or services as may be placed under the supervisory
and regulatory competence of the Authority by the Minister or by any other law;”; and
(b) immediately after the definition “prescribed” there shall be inserted the following new definition:
“ “Registrar of Companies” means the person appointed pursuant to article 400 of the Companies Act and who shall be a senior
official of the Authority;”.
(a) In subarticle (2) thereof, immediately after the words “monitoring areas or activities in the financial services sector”
there shall be added the words “and the registration of commercial partnerships”; and
(b) in subarticle (4) thereof, for the words “In this Act, “Malta’s international commitments” shall have the same meaning
assigned to the term under article 2 of the Investment Services Act.”, there shall be substituted the words “In this Act, “Malta’s
international commitments” shall mean Malta’s commitments, responsibilities and obligations arising out of membership of the
European Union and membership of, or affiliation to, or relationship with, any international, global or regional organisations or
grouping of countries or out of any treaty, convention or other international agreement, however called, whether bilateral, multilateral
including Memoranda of Understanding, to which Malta is a party.”.
A 1025
Cap. 386.
Amendment of article
4 of the principal Act.
Addition of new article 4A to the principal Act.
“Licence considered to be a concession.
4A. The granting of a licence is a concession and a revocable privilege, and no holder thereof shall be deemed to have acquired
any vested rights therein or thereunder. The burden of proving the licence holder’s
A 1026 VERŻJONI ELETTRONIKA
qualifications to hold a licence shall rest at all times on the licence holder. In this subarticle, licence includes and applies to
any licence and authorisation, however designated, issued by the Authority under any legislation for whose administration it is responsible.”.
Addition of new article 7A to the principal Act.
“Board of Governors when acting as the Listing Authority.
7A. (1) The Board of Governors shall also act as the Listing Authority established under the Financial Markets Act and shall
perform the functions set out in Part III of the said Financial Markets Act.
(2) The Board of Governors when acting as the Listing Authority may delegate in writing any of its functions and powers, including
the power to take decisions on behalf of the Board, on such matters and subject to such conditions and modalities as may be specified
in the delegation, to the chairman or one or more of the members of the Board, as may be specified. Any decision so taken shall
be ratified by the other members of the Board at the first opportunity.
(3) The Board of Governors when acting as the Listing Authority may delegate in writing any of its decisions relating to the admissibility
to listing to any one or more of the Listing Committees established under the Financial Markets Act. Any such delegation shall
be subject to such terms, conditions and restrictions as the Board of Governors may think fit.”.
Amendment of article
9 of the principal Act.
(a) in subarticle (1) thereof, immediately after the words “the Authority.”, there shall be added the words “The Co-ordination
Committee shall act as the point of contact and the principal channel of communication and co-ordination between the Board of Governors,
the Supervisory Council and the Board of Management and Resources.”; and
(b) for subarticle (2) thereof, there shall be substituted the following:
“(2) The Co-ordination Committee shall consist of the Chairman of the Board of Governors, who shall preside thereat, the Director-General, the Chief Operations Officer of the Authority, the Director of the Legal Office and the Registrar of Companies.”.
(a) for the words “a Consumer Complaints Manager and such other officers”, there shall be substituted the words “Directors,
a Consumer Complaints Manager and such other officers”; and
(b) for the words “the Chief Operations Officer and the Consumer Complaints Manager”, there shall be substituted the words
“the Chief Operations Officer, Directors and the Consumer Complaints Manager”.
(a) for subarticle (1) thereof, there shall be substituted the following:
A 1027
Amendment of article
10 of the principal
Act.
Amendment of article
11 of the principal
Act.
Amendment of article
13 of the principal
Act.
Amendment of article
16 of the principal
Act.
A 1028 VERŻJONI ELETTRONIKA
“(1) (a) Without prejudice to any other function and power under this or any other law, the Authority shall, in the exercise
of its functions and powers under this Act, have the right to reasonable access and entry to any business premises and, or offices
of a licence holder, access to any relevant documentation and, or records of a licence holder, including access to any telephonic
or other records and access to any other information relating or pertaining to the activities licensed or authorised by the Authority
or otherwise falling under its supervisory or regulatory functions. The Authority shall also have the right to issue orders for the
freezing of funds and, or other assets including bank accounts in the name of the licence holder or any other third party or parties
as may be indicated and for such time and under such conditions as the Authority may set out in writing. The order may also prohibit
a licence holder from transferring, disposing or losing possession of any such funds or assets. These orders may also be issued
at the request of a foreign enforcement or supervisory authority.
(b) The directors and managers, by whatever name designated, or any other persons who are or have been in charge of the operations
or activities falling under the supervisory or regulatory functions of the Authority shall assist and shall collaborate with the
Authority in order to enable it to discharge its functions, and shall collate and transmit without any undue delay such information
and documentation as the Authority may reasonably request from time to time.
(c) The Authority may exercise the powers under this article notwithstanding articles 17A and 17B of this Act and any provision
as may be contained in any other law.”; and
(b) immediately after subarticle (6) thereof, there shall be inserted the following new subarticles:
“(7) Notwithstanding any provision as may be contained in any other law for whose administration the Authority is responsible
and where circumstances so warrant, the competent authority may issue reprimands, warnings or take
other similar disciplinary sanctions or measures of whatever type as may be deemed warranted by the circumstances and the nature and
seriousness of the breach and wrongdoing.
(8) Any administrative or disciplinary sanction or measure, of whatever type, including reprimands or warnings, imposed or decided
by the Authority under any law for whose administration it is responsible, shall be subject to publication in such medium
and in such manner and for such duration as may be deemed warranted by the circumstances and the nature and seriousness
of the breach or wrongdoing. The Board of Governors may from time to time establish policies and guidelines regarding
the publication of administrative sanctions and disciplinary measures.”.
(a) in paragraph (a) of subarticle (2) thereof, immediately after the words “matters related to the regulation and supervision
of financial services”, there shall be added the words “and the registration of commercial partnerships”; and
(b) immediately after subarticle (2) thereof, there shall be inserted the following new subarticle:
“(3) Information divulged to the Authority under conditions of confidentiality in pursuance to a request within
the terms of a bilateral or multilateral agreement, memorandum of understanding or other similar document or arrangement for
the exchange of information or for any other form of collaboration with overseas regulatory authorities shall be treated
as confidential and no Court or Tribunal may order the disclosure of such information unless the prior written approval
of the overseas regulatory authority is obtained.”.
A 1029
Amendment of article
17 of the principal
Act.
Amendment of article
21 of the principal
Act.
A 1030 VERŻJONI ELETTRONIKA
“two hundred and thirty-two euro and ninety-four cents (232.94) and from any reprimand, warning or other similar disciplinary sanction
or measure.”.
Amendment of article
28 of the principal
Act.
Amendment of article
29 of the principal
Act.
Amendment of the Financial Markets Act.
Cap. 345.
Amendment of article
2 of the principal Act.
“29. The Authority, the members of the Board of Governors, of the Co-Ordination Committee, of the Supervisory Council, of the Board of Management and Resources and of the Legal Office and the officers and employees of the Authority, shall not be liable in damages for anything done or omitted to be done in the discharge or purported discharge of any function under this Act or any other Act administered by the Authority, or otherwise in the exercise of their official duties, unless the act or omission is shown to have been done or omitted to be done, as the case may be, in bad faith.”.
(a) for the definition “Listing Authority” there shall be substituted the following:
“ “Listing Authority” means such person or body appointed under the Malta Financial Services Authority Act to perform the functions
set out in Part III of this Act;”;
(b) immediately after the definition “multilateral system” there shall be inserted the following new definition:
“ “overseas central securities depository” means a person authorised to provide the same or substantially similar services
to those stipulated in article 26 in a recognised jurisdiction.”; and
(c) immediately after the definition “quoted company”
there shall be inserted the following new definition: “ “recognised jurisdiction” means:
(a) a Member State; (b) an EEA State;
(c) any country that is a member of the Organization for Economic Co-operation and Development (OECD) established in 1961;
(d) a country that is a signatory of the IOSCO Multilateral Memorandum of Understanding; or
(e) any other jurisdiction where the central securities depository or the overseas central securities depository is regulated and
with whom the competent authority has a Memorandum of Understanding covering securities;”.
A 1031
Amendment of article
4 of the principal Act.
Amendment of article
11 of the principal Act.
Addition of new article 11A to the principal Act.
A 1032 VERŻJONI ELETTRONIKA
“Further functions of the Listing Authority.
11A. (1) The Listing Authority shall also have the function of:
(a) authorising the admissibility to trading of financial instruments on a second tier market which qualifies as a multilateral
trading facility within the meaning of the Investment Services Act and which operates in or from Malta;
(b) issuing rules which may include:
(i) conditions and requirements that need to be satisfied by an applicant to be admissible to trading on a multilateral
trading facility;
(ii) conditions and requirements which the applicant must continue to satisfy if its financial instruments are to remain traded
on a multilateral trading facility;
(iii) the manner and form in which an application for admissibility to trading on a multilateral trading facility must be made
to the Listing Authority and any fees payable in connection therewith;
(iv) certain minimum disclosure requirements to be set out in the offering document issued by issuers seeking admissibility to
trading on a multilateral trading facility;
(v) any other provisions which may be required for the better implementation and purposes of this article and anything
that is incidental to or connected with any of the matters above, as the Listing Authority may consider appropriate.
(2) Where any person contravenes or fails to comply with any provision of this article or any rules issued thereunder, the Listing
Authority may by notice in writing and without recourse to a court hearing impose on any such person or persons, as the case may
be, an
administrative penalty which may not exceed ninety- three thousand and one hundred and seventy-four euro and ninety-four cents (93,174.94).
(3) The operator of a multilateral trading facility shall comply immediately with any instruction from the Listing Authority to
suspend or remove an instrument from trading.”.
(a) for the marginal note “Listing Committee”, there shall be substituted the words “Listing Committees”;
(b) in subarticle (1) thereof, for the words “The Listing Authority may establish a committee, hereinafter referred to as the
“Listing Committee” ”, there shall be substituted the words “The Listing Authority shall establish a committee, hereinafter
referred to as the “Listing Committee”,”;
(c) for subarticle (2) thereof, there shall be substituted the following:
“(2) The Listing Committee shall be composed of up to five members and shall be appointed for a term not exceeding three
years. The Listing Committee shall make recommendations to, and otherwise assist, the Listing Authority in the admissibility
to listing of financial instruments and shall perform such other specific functions as the Listing Authority may from
time to time delegate in writing. The Listing Committee shall have such powers and observe such procedures as the Listing Authority
may establish, and shall periodically report on its activities to the Listing Authority. The Securities and Markets Supervision
Unit of the Authority shall also assist and give advice to the Listing Committee on listing matters.”; and
(d) for subarticle (3) thereof, there shall be substituted the following:
“(3) The Listing Authority may appoint additional listing committees for the purpose of assisting the Listing Committee
in the performance of
A 1033
Amendment of article
14 of the principal
Act.
A 1034 VERŻJONI ELETTRONIKA
such specific functions as the Listing Authority may delegate in writing. Such additional listing committees shall be set up
and shall be subject to the conditions and requirements set out in subarticle (2).”.
Amendment of article
28 of the principal
Act.
Amendment of article
29 of the principal
Act.
Amendment of article
30 of the principal
Act.
(a) in subarticle (1) thereof, for the words “in a central securities depository, may be created and, or transferred by an entry
on the register maintained in a central securities depository and no instrument in writing shall be required for this purpose”,
there shall be substituted the words “in a central securities depository or an overseas central securities depository, may be created
and, or transferred by an entry on the register maintained in the central securities depository or the overseas central securities
depository and no instrument in writing shall be required for this purpose”;
(b) in subarticle (2) thereof, for the words “in a central securities depository, may be held or evidenced in a dematerialised
or uncertificated form.”, there shall be substituted the words “in a central securities depository or an overseas central securities
depository, may be held in a dematerialised or uncertificated form.”;
(c) in subarticle (3) thereof, immediately after the words “duly registered with a central securities depository”, there
shall be added the words “or an overseas central securities depository”; and
(d) in subarticle (4) thereof, for the words “duly authorised in terms of this Part”, there shall be substituted the words “or
an overseas central securities depository”.
(a) in subarticle (1)(h) thereof, for the words “for an authorisation which may be subject to such variations,”, there shall be substituted the words “for an authorisation or
from any provision of this Act which may be subject to such variations,”; and
(b) in subarticle (2) thereof, for the words “classes of financial instruments and for different circumstances or purposes”,
there shall be substituted the words “classes of financial instruments, overseas central securities depositories and for different
circumstances or purposes”.
(a) in paragraph (a) thereof, for the words “for the better regulation of regulated markets and central securities depositories”
there shall be substituted the words “for the better regulation of central securities depositories, credit rating agencies
and regulated markets”;
(b) in paragraph (d) thereof, for the words “relating to regulation of regulated markets” there shall be substituted the words
“relating to regulation of credit rating agencies, regulated markets”; and
(c) for paragraph (e) thereof, there shall be substituted the following:
“(e) to transpose, implement and give effect to the provisions and requirements of Directives, Regulations and any other legislative
measures of the European Union requiring transposition and, or implementation, as they may be amended from time to time, including
any implementing measures that have been or may be issued thereunder and relating to credit rating agencies, regulated markets
and, or the admissibility to listing of financial instruments thereon and others as may be specified therein or to any other
matter falling within the terms of this Act.”.
A 1035
Amendment of article
31 of the principal
Act.
Amendment of article
49 of the principal
Act.
Amendment of article
50 of the principal
Act.
A 1036 VERŻJONI ELETTRONIKA
“or on a regulated multilateral system or an equivalent regulated market or multilateral system in a non-Member State or non-EEA
State”.
Amendment of the Companies Act. Cap. 386.
Amendment of article
66A of the principal
Act.
Addition of new article 84D to the principal Act.
29. In article 66A of the principal Act, for the words “This article shall apply to a partnership en commandite or limited partnership the capital of which is divided into shares” there shall be substituted the words “This article shall apply to a partnership en commandite or limited partnership the capital of which may be divided into shares”.
“Minister may make regulations relating to formation etc.
84D. The Minister, in consultation with the Minister responsible for finance and acting on the advice of the competent authority under the Insurance Business
of incorporated Act or the competent authority under the Investment
cell companies Services Act, may make regulations which provide for
and cells.
the formation, constitution, authorisation and regulation
of incorporated cell companies and incorporated cells as limited liability companies with separate legal personality under this Act,
and which make it possible for such companies to carry on any financial services business as may be prescribed, and for all matters
ancillary thereto or that may arise in connection therewith. Regulations issued in terms of this article may also provide for the
applicability or inapplicability of, or the total or partial exemption from, any of the provisions of this Act or of any other law
in force to incorporated cell companies and incorporated cells subject to any modifications, variations or conditions as may be specified.”.
Amendment of article
118 of the principal
Act.
(a) in subarticle (1) thereof, for the words “may be made by private writing”, there shall be substituted the words “shall
be made in writing”; and
(b) immediately after subarticle (2) thereof, there shall be added the following new subarticle :
“(3) This article shall not apply to shares or debentures of a public company held or evidenced in a dematerialised or uncertificated
form within the meaning of the Financial Markets Act.”.
Provided that in the case of public companies whose shares are admitted to listing on a regulated market or on an equivalent market in a non-Member State or non-EEA State, the delivery to the Registrar shall take place within 90 days after the date on which a transfer of any such shares is registered with the company, and within 90 days from the date on which any such shares transmitted causa mortis have been registered in the name of the person entitled to be registered as the holder thereof.”.
A 1037
Amendment of article
120 of the principal
Act.
Insertion of new article 126A to the principal Act.
“Proper
keeping
of register in certain instances.
126A. (1) Notwithstanding the provisions of articles 123 and 124 of this Act, where shares or debentures of a public
company are held or evidenced in a dematerialised or uncertificated form within the meaning of the Financial Markets Act, the
company shall remain responsible for the proper keeping of the register and shall keep a copy of all entries relating to registered
shareholders and registered holders of debentures held by the central securities depository or by an overseas central securities
depository.
(2) For the purposes of this article “central securities depository” and “overseas central securities depository” shall
have the same meaning assigned to them in article 2 of the Financial Markets Act.”.
A 1038 VERŻJONI ELETTRONIKA
Amendment of article
209 of the principal
Act.
Amendment of article
335 of the principal
Act.
Amendment of article
345 of the principal
Act.
Substitution of article
346 of the principal
Act.
Amendment of article
347 of the principal
Act.
“(c) allow any of its securities to be admitted to listing or trading.”.
“346. (1) The directors of each of the amalgamating companies shall:
(a) draw up a detailed written report explaining the draft terms of the merger and setting out the legal and economic grounds for
them, in particular the share exchange ratio, and shall describe any special valuation difficulties which have arisen; and
(b) inform the general meeting of their company and the directors of the other amalgamating company or companies so that they may
inform their respective general meetings, of any material change in the assets and liabilities between the date of preparation of
the draft terms of merger and the date of the general meetings which are to decide on the draft terms of merger.
(2) The report referred to in paragraph (a) of subarticle (1) hereof and the information referred to in paragraph (b) of subarticle
(1) hereof shall not be required if all the shareholders and the holders of other securities conferring the right to vote of each
of the amalgamating companies have so agreed.”.
where an independent expert’s report on the draft terms of merger is drawn up.”.
(a) in subarticle (1) thereof -
(i) in paragraph (c), for the words “an accounting statement” there shall be substituted the words “where required, an accounting
statement”;
(ii) for paragraph (d), there shall be substituted the following:
“(d) where required, the reports of the directors of the amalgamating companies relating to the amalgamation;”;
(iii) in paragraph (e), for the word “amalgamation.”, there shall be substituted the words “amalgamation; and”;
(iv) immediately after paragraph (e), there shall be inserted the following new paragraph:
“(f) for the purposes of paragraph (c) of this subarticle, an accounting statement shall not be required if the company
publishes a half-yearly financial report in accordance with listing rules issued in terms of the Financial Markets Act and governing
such reports, and makes it available to shareholders in accordance with this subarticle. Furthermore, an accounting statement shall
not be required if all the shareholders and all holders of other securities conferring the right to vote of each of the companies
involved in the merger have so agreed.”;
(b) in subarticle (3) thereof, for the words “mentioned in subarticle (1).” there shall be substituted the words “mentioned
in subarticle (1), and where a shareholder has consented to the use by the company of electronic means for conveying information,
such copies may be provided in such manner.”; and
A 1039
Amendment of article
349 of the principal
Act.
A 1040 VERŻJONI ELETTRONIKA
(c) immediately after subarticle (3) thereof, there shall be inserted the following new subarticles:
“(4) A company shall be exempt from the requirement to make the documents referred to in sub- article (1) available at its registered
office if, for a continuous period beginning at least one month before the day fixed for the general meeting which is to decide on
the draft terms of merger and ending not earlier than the conclusion of that meeting, it makes them available on its website.
(5) Subarticle (3) shall not apply if the company’s website gives shareholders the possibility, throughout the period referred
to in subarticle (4), of downloading and printing the documents referred to in subarticle (1).”.
Amendment of article
354 of the principal
Act.
Amendment of article
357 of the principal
Act.
Amendment of article
358 of the principal
Act.
“(3) Where the assets of a company being acquired include immovable property or rights relating thereto, the directors of the acquiring company shall cause within one month from the coming into force of the amalgamation, a declaratory public deed to be published, containing a detailed description of the immovable property or rights relating thereto delivered to the acquiring company, and a true copy of the said deed shall be lodged with the Registrar within fourteen days from the enrolment thereof at the Public Registry.”.
(a) in subarticle (1) thereof, for the words “which is the holder of all their shares” there shall be substituted the words “which is the holder of all their shares and other securities conferring the right to vote at general meetings”; and
(b) for paragraph (b) of subarticle (3) thereof, there shall be substituted the following:
“(b) within the period mentioned in paragraph (a), all shareholders of the acquiring company shall be entitled to inspect
at the registered office of the company the documents specified in article 349(1)(a), (b) and where required, (c) which
those same shareholders would be entitled to inspect in case of an amalgamation made in any of the manners specified in article
343; and the provisions of subarticles (2), (3), (4) and (5) of article 349 shall apply:”.
“(1) Where a merger by acquisition is carried out by a company which holds 90% or more, but not all, of the shares and other securities conferring the right to vote at general meetings of the company or companies being acquired, the general meeting of the acquiring company need not approve the acquisition provided the following conditions are fulfilled:”.
(a) in paragraph (b) of subarticle (6) thereof, for the words “specified in article 365(1) at the registered office of
that company; and” there shall be substituted the words “specified in article 365(1) in accordance with the provisions of that
article; and”; and
(b) immediately after subarticle (6) thereof, there shall be inserted the following new subarticle:
“(7) Without prejudice to subarticle (6), approval of the division by the general meeting of the company being divided shall not
be required if the recipient companies together hold all the shares and other securities conferring the right to vote at general
meetings of the company being divided, and the following conditions are fulfilled:
A 1041
Amendment of article
359 of the principal
Act.
Amendment of article
362 of the principal
Act.
A 1042 VERŻJONI ELETTRONIKA
(a) the publication of the statement referred to in article 401(1)(e), provided for pursuant to the registration required by
virtue of article 361(5) shall be effected, for all companies involved in the division, at least one month and not more
than three months before the date fixed for the general meeting of the company to be divided which is to decide on the draft terms
of division;
(b) at least one month before the date specified in paragraph (a) all shareholders of all companies involved in the division shall
be entitled to inspect the documents specified in article 365(1) in accordance with the provisions of that article; and
(c) where a general meeting of the company being divided, required for the approval of the division, is not convened, the information
provided for by article 363(4) covers any material change in the assets and liabilities after the date of preparation of the draft
terms of division.”.
Amendment of article
363 of the principal
Act.
Amendment of article
364 of the principal
Act.
Amendment of article
365 of the principal
Act.
“(3) The report on considerations other than in cash referred to in article 73(4) and the report on the draft terms of division
drawn up in accordance with subarticle (1) shall be drawn up by the expert or experts approved under subarticle (1):
Provided that the report on considerations other than in cash shall not be required if a written report in accordance with subarticle
(1) has been drawn up.”.
(a) immediately after paragraph (e) of subarticle (1)
thereof, there shall be inserted the following new proviso:
“Provided that for the purposes of paragraph (c) of this subarticle, an accounting statement shall not be required if the
company publishes a half-yearly financial report in accordance with listing rules issued in terms of the Financial Markets
Act and governing such reports, and makes it available to shareholders in accordance with this subarticle.”;
(b) in subarticle (3) thereof, for the words “referred to in subarticle (1).” there shall be substituted the words “referred
to in subarticle (1) and where a shareholder has consented to the use by the company of electronic means for conveying information,
such copies may be provided in such manner.”; and
(c) immediately after subarticle (3) thereof, there shall be inserted the following new subarticles:
“(4) A company shall be exempt from the requirement to make the documents referred to in sub- article (1) available at its
registered office if, for a continuous period beginning at least one month before the day fixed for the general meeting which
is to decide on the draft terms of division and ending not earlier than the conclusion of that meeting, it makes them available on
its website.
(5) Subarticle (3) shall not apply if the website gives shareholders the possibility, throughout the period referred to in subarticle
(4), of downloading and printing the documents referred to in subarticle (1).”.
A 1043
Amendment of article
400 of the principal
Act.
Cap. 330.
Amendment of the Insurance Business Act.
Cap. 403.
A 1044 VERŻJONI ELETTRONIKA
Amendment of article
69 of the principal
Act.
Amendment of the Investment Services Act.
Cap. 371.
Amendment of article
6 of the principal Act.
Amendment of article
12 of the principal
Act.
Amendment of the Duty on Documents and Transfers Act.
Cap. 364.
(a) paragraphs (n) and (o) thereof shall be re-numbered
(o) and (p) respectively; and
(b) immediately after paragraph (m) thereof, there shall be inserted the following new paragraph (n):
“(n) transpose, implement and give effect to the provisions and requirements of Directives, Regulations and any other legislative
measures of the European Union requiring transposition and, or implementation, as they may be amended from time to time, including
any implementing measures that have been or may be issued thereunder and relating to licence holders and others as may be specified
therein or to any other matter falling within the terms of this Act;”.
A 1045
Addition of new article 41B in the principal Act.
“Conversion of a commercial partnership.
41B. The succession to all assets, rights, liabilities and obligations of the commercial partnership that has been converted, by the commercial partnership resulting from the conversion referred to in article 335(1) of the Companies Act, shall not give rise to any liability to the payment of any duty under this Act.”.
thereof, there shall be substituted the following:
“(1) No person or authority shall, where a transfer is subject to duty under this Act, or where a transfer of value is exempt
from duty by virtue of the proviso to article 42B of the Act, other than paragraph (iv) of the said proviso, register any transfer,
reduction, or allotment of company shares whether in the name of a transferee or any other person claiming through or under him or
otherwise, before ascertaining that such transfer, reduction or allotment has been notified to the Commissioner in accordance with
this Act.”.
Amendment of article
64 of the principal
Act.
Amendment of the Income Tax Act. Cap. 123.
Substitution of article
45A of the principal
Act.
“Conversion of a commercial partnership.
45A. Notwithstanding anything said in this Act, where in accordance with the provisions of the Companies
Act, a company is converted into a commercial partnership en nom collectif or a commercial partnership en commandite the capital of which is not divided into shares, the following shall apply:
(a) it shall be deemed for all the purposes of the Income Tax Acts that any balance of distributable profits allocated to any
of the tax accounts, existing on the day the company ceases
A 1046 VERŻJONI ELETTRONIKA
to be a company, to have been distributed by way of dividend on the said day and the provisions of articles 61 to 67 shall apply accordingly
to such profits;
(b) subject to paragraph (c) of this article, it shall be deemed for all the purposes of the Income Tax Acts that no transfer or
acquisition of assets has taken place and for the purpose of determining the chargeable income or gains on a transfer of the said
assets by the partnership, the cost and date of acquisition taken into account shall be the cost and date as applicable to the company
that has been converted;
(c) where the assets of the company (“the chargeable company”) include shares in a company or immovable property situated
in Malta which have been acquired from another company (“the transferor”) under a transfer which qualified for tax relief
under the provisions of articles 5(9) or 5A(4) (f), it shall be deemed for the purposes of articles
5(9A) and 5A(12A) that the chargeable company ceases to be a member of the original group and the provisions of the said articles
shall apply accordingly;
(d) where the transferor company referred to in the preceding paragraph is converted into a partnership, for the purpose
of determining whether the chargeable company referred to in articles 5(9A) and 5A(12A) ceases to be a member of the original
group, it shall be deemed that the conversion had not taken place and such determination shall be made by reference to the same
individuals referred to in paragraph (iii) of article 5(9) taken into account in determining whether the chargeable company
and the transferor company satisfied the provisions of paragraphs (i) and (iii) of article 5(9) on the date of the acquisition referred
to in paragraph (c) above;
(e) where the company has available for set- off capital losses referred to under article 5(10) of the Act, such losses shall be
carried forward and
set off only against capital gains derived by the partnership in the manner prescribed in the said article as would have applied had
the conversion not taken place;
(f) where the company has available for set- off losses referred to under article 14(1)(g) of the Act, such losses shall be carried
forward and set off only against the total income derived by the partnership in the manner prescribed in the said article as would
have applied had the conversion not taken place.”.
(2) Any rules issued in terms of article 11A of the Financial Markets Act shall apply to issuers of financial instruments already
listed on the second tier market, as established in terms of the Listing Rules, as from the date which shall be determined by the
Listing Authority.”.
A 1047
Transitional arrangements.
Passed by the House of Representatives at Sitting No. 287 of 22nd November,
2010.
MichAel Frendo
Speaker
PAuline AbelA
Clerk to the House of Representatives
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