Merchant Shipping (Shipping Organisations (S.L. 234.42)

Съдържание

1. чл. 1 Title. Shipping companies formed under the Commercial Partnerships Ordinance. Cap. 168. Cap. 386.
2. PART I
3. чл. 2 Purpose. Cap. 234
4. чл. 3 Interpretation.
5. PART II
6. чл. 4 Legal personality.
7. чл. 5 Indication of particulars in business letters, etc.
8. PART III
9. чл. 6 Definition.
10. чл. 7 Resolutions in writing.
11. чл. 8 Single member companies.
12. чл. 9 Change ofstatus of company. Cap. 386.
13. чл. 10 Definition.
14. чл. 11 How a company is constituted.
15. чл. 12 Contents of memorandum and share capital in any convertible currency.
16. чл. 13 Name of company.
17. чл. 14 Objects of company.
18. чл. 15 Minimum share capital.
19. чл. 16 Articles of Association.
20. чл. 17 Registration of memorandum and articles.
21. чл. 18 Duty of Registrar and effects of registration.
22. чл. 19 Where certificate of registration is not issued. Cap. 386.
23. чл. 20 Alterations and additions to memorandum and articles.
24. чл. 21 Change of name of company.
25. чл. 22 Alteration in memorandum or articles increasing liability to contribute to share capital not to bind existing members without consent.
26. чл. 23 Authentication of documents.
27. чл. 24 Reduction of issued share capital.
28. чл. 25 Increase in issued share capital and director’sauthority to issue shares.
29. чл. 26 Undertaking may notsubscribeforor acquire shares in its parent company or provide financialassistance forthepurchaseof, or subscription for, its own or its parent company’s shares.
30. чл. 27 Effect of a company’s own shares as security.
31. чл. 28 Forfeiture or surrender of shares.
32. чл. 29 Conditions for payment of commissions, discounts, etc.
33. чл. 30 Application of premium received on issue of shares.
34. чл. 31 Redeemable preference shares.
35. чл. 32 Rights of holders of special classes of shares and changes or variations thereof.
36. чл. 33 Numbering of shares.
37. чл. 34 Transfer of shares or debentures.
38. чл. 35 Registration of transfer or transmission of shares or debentures.
39. чл. 36 Issue of certificates.
40. чл. 37 Pledging of securities.
41. чл. 38 Register of members.
42. чл. 39 Register of debentures.
43. чл. 40 Inspection of registers.
44. чл. 41 Power to close registers.
45. чл. 42 Trustees and nominees.
46. чл. 43 Holding of annual general meeting.
47. чл. 44 Convening of extraordinary general meeting on requisition.
48. чл. 45 Length of notice for calling general meetings.
49. чл. 46 General provisions as to meetings and votes.
50. чл. 47 Powers of court to order meeting.
51. чл. 48 Proxies.
52. чл. 49 Right to demand poll.
53. чл. 50 Extraordinary and ordinary resolutions.
54. чл. 51 Power of company to borrow money, hypothecate or charge its undertaking, etc.
55. чл. 52 Directors.
56. чл. 53 Appointment of directors.
57. чл. 54 Removal of directors and casual vacancies.
58. чл. 55 Representation of the company.
59. чл. 56 Disqualification for appointment as director. Cap. 386.
60. чл. 57 Directors competing with company.
61. чл. 58 Prohibition of loans, etc., to directors.
62. чл. 59 Duty of director to disclose interest in a contract with company.
63. чл. 60 Return as to changes among directors and in representation of company.
64. чл. 61 Joint and several liability of directorsforbreach of duty.
65. чл. 62 Provisions as to liability of officers and auditors.
66. чл. 63 Minutes of proceedings.
67. чл. 64 Annual Accounts Cap. 13.
68. чл. 65 Accounting periods.
69. чл. 68 Form and content of consolidated accounts. Consolidated accounts - size exemption.
70. чл. 70 Exemption for parent companies included in accounts of larger groups. Disclosure required innotes the accounts.
71. чл. 72 Approval and signing of annual accounts. Contents of the directors’ report.
72. чл. 74 Approval and signing of directors’ report. Auditor’s report. Persons to whom a copy of the accounts of a company are to be sent.
73. чл. 77 Directors to lay accountsbeforethe general meeting. Periodforlayingof accounts.
74. чл. 79 Copies of accounts to be provided to Registrar.
75. чл. 80 Annual return.
76. чл. 81 Exemptions for small companies.
77. чл. 82 Accounts in any convertible currency.
78. чл. 83 Appointment of auditors.
79. чл. 84 Filling of casual vacancies.
80. чл. 85 Disqualification from appointment as auditor.
81. чл. 86 Right to information.
82. чл. 87 Right to attend company meetings.
83. чл. 88 Remuneration of auditors.
84. чл. 89 Removal of auditors.
85. чл. 90 Rights of auditors who are removed and not appointed.
86. чл. 91 Resignation of auditor.
87. чл. 92 Rights of resigning auditor.
88. чл. 93 Statement by person ceasing to hold office as auditor.
89. чл. 94 Failure to comply with regulation 93.
90. чл. 95 Certain distributions prohibited.
91. чл. 96 Consequence of unlawful distribution.
92. чл. 97 Saving for other restraints on distribution.
93. PART IV
94. чл. 98 Defunct companies.
95. PART V
96. чл. 99 Causes of dissolution and consequential winding up.
97. чл. 100 Dissolution and winding up application.
98. чл. 101 Powers of the court.
99. чл. 102 Power to stay proceedings against company.
100. чл. 103 Dispositions of property etc., after date of deemed dissolution. Cap. 459.
101. чл. 104 Warrants not to be carried into effect against company.
102. чл. 105 Deemed date of dissolution.
103. чл. 106 Consequences of a winding up order.
104. чл. 107 Appointment and powers of provisional administrator.
105. чл. 108 General provisions as to liquidators.
106. чл. 109 Custody and control of company’s property.
107. чл. 110 Powers of liquidator.
108. чл. 111 Exercise and control of liquidator’s powers.
109. чл. 112 Books to be kept by liquidator.
110. чл. 113 Payments of liquidator into bank.
111. чл. 114 Audit of liquidator’s accounts.
112. чл. 115 Control over liquidators.
113. чл. 116 Release of liquidator from his appointment.
114. чл. 117 Power to stay winding up.
115. чл. 118 Delivery of property to liquidator.
116. чл. 119 Appointment of special manager.
117. чл. 120 Fixing of time for proofs of debt.
118. чл. 121 Inspection of books of company.
119. чл. 122 Payments of costs of winding up out of assets.
120. чл. 123 Summoning of persons suspected of having property of company, etc.
121. чл. 124 Liquidator may exercise certain powers of court.
122. чл. 125 Strikingofnameof the company off the register.
123. чл. 126 Appointment, remuneration and removal of liquidators.
124. чл. 127 Notice by liquidator of his appointment.
125. чл. 128 Default in complying with regulations 126, 127 and 152.
126. чл. 129 Powersofdirectors to cease. Summoning of meetings.
127. чл. 130 Application of rules on ranking. Cap. 12.
128. чл. 131 Statement by liquidator in respect of pending winding up.
129. чл. 132 Final meetings and scheme of distribution.
130. чл. 133 Member disagreeing with scheme of distribution.
131. чл. 134 Disposal of books and records of company.
132. чл. 135 Date of dissolution in a voluntary winding up.
133. чл. 136 Provisions applicable to a members’ voluntary winding up.
134. чл. 137 Vacancy in office of liquidator.
135. чл. 138 Striking off of company.
136. чл. 139 Duty of liquidator in case of insolvency.
137. чл. 140 Provisions applicable to creditors’ voluntary winding up.
138. чл. 141 Meeting of creditors.
139. чл. 142 Appointment and removal of liquidator.
140. чл. 143 Liquidation committee.
141. чл. 144 Remuneration of liquidator.
142. чл. 145 Vacancy in office of liquidator.
143. чл. 146 Liquidator to hold meeting of company and creditors where winding up continues for more than twelve months.
144. чл. 147 Final meetings.
145. чл. 148 Strikingcompany’s name off the register.
146. чл. 149 Distribution of property of company.
147. чл. 150 When arrangement is binding on members.
148. чл. 151 Court may determine questions and exercise powers.
149. чл. 152 Notice of dissolution and consequential winding up.
150. чл. 153 Powersofdirectors to cease.
151. чл. 154 Summoning of meetings.
152. чл. 155 Resolutions of creditors.
153. чл. 156 Other proceedings at meetings.
154. чл. 157 Minutes of proceedings.
155. чл. 158 Notice of resignation or removal of liquidator.
156. чл. 159 Debts of all descriptions may be proved.
157. чл. 160 Claims to liquidator.
158. чл. 161 Striking off of company on filing ofnoticeofjudicial sale of ship.
159. чл. 162 Application of rules in ranking.
160. чл. 163 Non-applicability oftheprovisionsof the Commercial Code.
161. PART VI
162. чл. 164 Part VI to Part IX of the Companies Act to apply. Cap. 386. Cap. 386.
163. PART VI A
164. чл. 164A Eligibility to register as being continued in Malta as a shipping organization. Cap. 234.
165. чл. 164B Request for registration. S.L. 386.03.
166. чл. 164C Registration in Malta.
167. чл. 164D Effects of registration.
168. чл. 164E Shares subject to pledge.
169. чл. 164F Failure to deregister.
170. чл. 164G Certificate of continuation.
171. чл. 164H Non-permissible registrations.
172. чл. 164I Eligibility to register as being continued outside Malta.
173. чл. 164J Request for consent of Registrar to continuecompany outside Malta.
174. чл. 164K Requirements for request.
175. чл. 164L Requirements for consent.
176. чл. 164M Right of creditors to oppose continuation.
177. чл. 164N Removal from register.
178. чл. 164O Register of companies continued outside Malta.
179. PART VII
180. чл. 165 Judicial Service of Acts and Duties of the Registrar.
181. чл. 166 Penalties.
182. чл. 167 Registrar may vary thresholds and currency by notice.
183. чл. 167A Fees under S.L.386.03.
184. PART VIII
185. чл. 168 Transitory provisions.
186. чл. 169 Transitory provisions as to winding up of shipping companies. Cap. 168. Cap. 13.
187. чл. 170 Transitory provisions as to public companies formed under the Commercial Partnerships Ordinance. Cap. 168. Cap. 386.