Cap. 386 Art. 79Alterations and additions to memorandum and articles.

(1) A company may by extraordinary resolution alter or add to its memorandum or articles:

Provided that -

(i) where the alteration consists in a change of the registered office in Malta or of the electronic mail address of the company 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 and of the company secretary to deliver to the Registrar for registration a copy of any resolution as aforesaid within fourteen days after the date of the resolution, together with a revised and updated copy of the memorandum, and of the articles, if any, as amended by the said resolution and incorporating all the changes effected to date relating to the directors, company secretary, the representation of the company, change in the registered office or electronic mail address of the company, or any transfer or transmission of shares or any allotment of shares. Where a copy of the memorandum and of the articles of association, if any, is delivered to the Registrar by electronic means, such electronic copy shall be authenticated in accordance with article 82. Any previous amended text of the memorandum and articles, if any, may be discarded by the Registrar when a subsequent amended text is delivered to him for registration: Provided that in the event of a discrepancy between the text of any amended memorandum and articles, if any, and the text of the original memorandum and articles, if any, registered in accordance with the provisions of article 76, the latter text together with resolutions registered in accordance with the provisions of this sub-article shall prevail:

Provided further that notwithstanding the provisions of this sub-article, where the alteration consists in a change in the registered office in Malta or the electronic mail address of the company, the directors or company secretary shall send to the Registrar for registration a return of any change in the registered office or the electronic mail address, specifying the date of the change, together with the new registered office or electronic mail address, within fourteen days from the occurrence.

Notwithstanding the provisions of sub-article (2), where the alteration consists in a change in the registered office in Malta of the company, the directors or company secretary shall send to the Registrar for registration a return of any change in the registered office, specifying the date of the change, together with the new registered office, within fourteen days from the happening thereof.

(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 sub-article (2).

(4) The responsibility for ensuring that any proposed amendments to the articles of association, if any, of a company, are correct, complete and in full compliance with this Act and any other applicable law shall lie with the directors of the said company

(5) If default is made in complying with the provisions of sub-article (2), every officer of the company who is in default shall be liable to a penalty, and, for every day during which the default continues, to a further penalty.