Cap. 630 Art. 2Interpretation. Cap. 13. Cap. 123. Cap. 463. Cap. 325. Cap. 386. Cap. 544. Cap. 442. Cap. 442. S.L. 31.21 Cap. 386. Cap. 386. Cap. 595. Cap. 386. Cap. 413. Cap. 386. Cap. 442.

(1) In this Act, unless the context otherwise requires:

"acts of trade" shall be those identified in article 5 of the

Commercial Code and any transactions ancillary to or connected with any of the said acts;

"administrator" means any person who controls, supervises or administers a social enterprise organisation such as a director of a company or a partner of a partnership or a member of the committee of management of a co-operative and includes any other person who carries out such functions even if under another name, but shall not include a manager or an executive while carrying out functions under a contract against remuneration except in so far as he is an administrator and only relating to his functions as an administrator;

"applicant" means an organisation seeking to register as a social enterprise organisation under this Act;

"benefit of the community" means what a reasonable person might consider to be -

(a) for the benefit of the community in Malta as a whole; or

(b) for the benefit of a section of the community in Malta;

and for the purpose of this definition "section of the community" means any group of individuals which:

(i) shares a common characteristic which may be classified as a social purpose and which distinguishes the group of individuals from other members of the community; and

(ii) a reasonable person might consider to constitute a section of the community; "benefits" means any assistance or relief granted to a social enterprise organisation in terms of the Income Tax Act, the Malta

Enterprise Act, the Business Promotion Act and in terms of any other law or scheme as the Minister may prescribe;

"calendar year" means the period from 1st January to 31st December of each year;

"charitable purpose" means a social purpose;

"Committee'' means the Social Affairs Committee of the House of Representatives or any other committee substituting the same;

"company" means a company formed in Malta and registered under Part V of the Companies Act, and if not a Maltese company, means a company established in Malta;

"controlled by, related or affiliated to a political party" or similar terms means, in the case of the controlled, related or affiliated organisation -

(a) its statute, financial statements or other documents expressly state that it is controlled by, related or affiliated to the political party; or

(b) it has been established by the political party which supports it financially; or

(c) its assets devolve on the political party upon its dissolution, and, in the case of a political party, that a political party as defined in the Financing of Political Parties Act, whether registered under the said Act or otherwise:

(i) has the power, whether directly or indirectly, to nominate, appoint, change or remove more than half of the administrators of the organisation; or

(ii) is a beneficiary, in any manner and at any time, of the income or capital of the organisation; or

(iii) is the beneficiary of the purposes of the organisation, including the promotion of the specific vision, policies and goals of the political party or its candidates;

"controlled by the Government" means that the Government of Malta has the power, whether directly or indirectly, to nominate, appoint, change or remove any of the administrators of the organisation or the organisation is a public agency;

"co-operative" means a co-operative society formed in Malta and registered under the Co-operative Societies Act and if not a Maltese co-operative, means a co-operative established in Malta;

"Co-operatives Board" means the Co-operatives Board established under the Co-operative Societies Act and includes any person exercising such powers of the Board as may have been conferred upon him by the Board;

"Court" means the First Hall of the Civil Court unless it is otherwise expressly stated;

"disadvantaged worker" means any person who:

(a) has not been in regular paid employment for the previous six months; or

(b) is between fifteen and twenty-four years of age; or

(c) has not attained an upper secondary educational or vocational qualification (International Standard Classification of Education 3) or is within two years after completing full-time education and who has not previously obtained his or her first regular paid employment; or

(d) is over the age of fifty years; or

(e) lives as a single adult with one or more dependants; or

(f) works in a sector or profession where the gender imbalance in Malta is at least twenty-five per cent higher than the average gender imbalance across all economic sectors in Malta, and belongs to that under-represented gender group; or

(g) is a member of an ethnic minority within Malta and who requires development of his or her linguistic, vocational training or work experience profile to enhance prospects of gaining access to stable employment:

Provided that the Minister may by regulations establish, and consistently with applicable European Union Regulations apply, administrative or compliance conditions arising under Maltese law to the above categories or add the following categories of persons to the definition of "disadvantaged worker":

(a) any migrant worker, whether a citizen or resident of the European Community or third country national, who has moved to Malta to take up work and who is registered, enrolled or in possession of any relevant licences, permits or documentation as may be required from time to time by applicable law to work in Malta, including an employment licence or permit or a National Insurance or social security number and registration for the purposes of taxation; or

(b) any person who wishes to enter or to re-enter working life and who has been absent both from work and from education for at least two years, and particularly any person who gave up work on account of the difficulty of reconciling his or her family life with his or her working life; or

(c) any long-term unemployed person, that is, any person who has been unemployed for twelve of the previous sixteen months; or

(d) any person recognised to be or to have been an addict and who is or who was on the Register of Addicts kept by the Superintendent of Public Health in accordance with the Registration of Drug Addicts Regulations; or

(e) any person who has not obtained his or her first regular paid full-time employment on account of serving a period of imprisonment or other penal measure that appears on such person’s Police Conduct Certificate; "ecclesiastical entity" means an association of persons or a universality of things which are established by the competent ecclesiastical or other religious authority so that they might, in the name of such authority and in accordance with the provisions of the relevant law, fulfil the specific task entrusted to them in view of the public good, including the imparting of religious teaching, the promoting of public worship and the undertaking of projects which are appropriate to their character and governed by their statutes, under the higher direction of the said authority. Such entities include dioceses, parishes and all institutes of consecrated life and societies of apostolic life, and include similar organisations of any religious denomination;

"engagement" means a contract of service other than a contract of employment;

"established" means an organisation which, having a permanent establishment or branch in Malta, is registered under Part XI of the Companies Act or under any other similar provision under applicable law and in the case of a co-operative, is also recognised as an overseas co-operative by the Co-operatives Board;

"financial year" means the period from 1st January to 31st December of each year unless otherwise determined in the statute of the social enterprise organisation or otherwise in accordance with applicable law;

"Government" includes the Government of Malta, any Local Council, any statutory corporation, public agency and other organisation of whatever legal form controlled by the Government and includes the President of Malta;

"guidelines" means the set of binding rules issued by the Regulator from time to time for the further implementation of the provisions of this Act and any regulations made thereunder, including the definition, application, administration, grant and revocation of benefits, schemes and other arrangements for the regulation and management of social enterprise organisations;

"Minister" means the Minister responsible for enterprise;

"normal market levels" means any remuneration, honorarium, wage, salary or fee which is normally granted:

(a) by social enterprise organisations of the same legal form and operating in the same or in a similar area of activity and under the same or similar conditions; and

(b) to persons in the same or in a similar office or role and under the same or similar conditions and who have the same or similar qualifications. In applying the above principles, reference shall be made to market levels prevailing in Malta, or, in case of organisations which operate internationally, in the country where the relevant activities or transactions take place;

"partnership" means a commercial partnership formed in Malta and registered under Part III or IV of the Companies Act, and if not a

Maltese partnership, means a partnership established in Malta;

"philanthropic" means for the relief of poverty, pain and suffering, and other humanitarian needs;

"pious foundation" comprises -

(a) an autonomous pious foundation, that is, an aggregate of things destined for pious or religious purposes and established as a juridical person by the competent ecclesiastical or other religious authorities;

(b) non-autonomous pious foundations, that is, temporal goods given in any way to a public juridical person established by the competent ecclesiastical or other religious authorities and carrying with them a long-term obligation, such period to be determined by applicable law, whether religious or national, and where a long-term obligation consists of binding the juridical person, from the annual income, to celebrate Masses or other religious ceremonies, to perform other determined ecclesiastical functions, or in some other way to fulfil the pious or religious purposes as defined by the applicable religious laws or rules;

and "pious or religious purposes" are understood to be those which concern acts of piety, of the apostolate, or of charity, whether spiritual or temporal and include similar organisations of any religious denomination;

"prescribed" means either prescribed by regulations made by the Minister under this Act or prescribed by binding guidelines issued by the Regulator under this Act, unless otherwise expressly stated, and in the event of a conflict between the regulations made by the Minister and guidelines issued by the Regulator on any particular matter, the regulations shall prevail;

"public agency" means any entity which is established to carry out public administration in terms of the Public Administration Act or any other law and includes a statutory body;

"Registrar" means the Registrar of Companies and the Co-operatives Board, or any other Registrar, howsoever named, with whom the organisations which may qualify as social enterprise organisations in terms of this Act may or are required to register; "Registrar of Companies" means the Registrar of Companies appointed in terms of the Companies Act;

"Regulator" means the person appointed by virtue of article 11;

"remuneration" means any honorarium, wage, salary, fee or other payment for services, whether under a contract or otherwise, but shall not include the refund of any expenses incurred on behalf of any organisation;

"social enterprise company" means a company which is registered in terms of this Act;

"social enterprise co-operative" means a co-operative which is registered in terms of this Act;

"social enterprise organisation" means a social enterprise company, a social enterprise partnership or a social enterprise co-operative which is registered in terms of this Act;

"social enterprise partnership" means a partnership which is registered in terms of this Act;

"social enterprise sector" includes social enterprise organisations and their employees, the administrators of such organisations and any volunteers supporting such organisations;

"social purpose" is a purpose which is of benefit to the community and which means any charitable or philanthropic purpose, and without prejudice to the generality of the aforesaid, includes -

(a) the advancement of education, including physical education and sports;

(b) the advancement of health;

(c) social and community advancement;

(d) the advancement of culture, arts and national heritage;

(e) the advancement of environmental protection and improvement, including the protection of animals;

(f) the promotion of human rights, conflict resolution, democracy and reconciliation; or

(g) any other purpose as may be prescribed by the Minister by means of regulations made by virtue of this Act:

but does not include a political purpose. For the purposes of this definition ''political purpose'' means the promotion of the interests of a political party or a political candidate, whether at local, national or international level and "political party" shall have the meaning assigned to it by any special law regulating political parties, whether it is registered as a political party or not under such law, and for the purpose of this Act shall include any other organisation, of whatever legal form, controlled by, related or affiliated to the political party or its purpose as stated in its statute or constitutive deed in such manner as renders it non-autonomous, and the terms "political candidate" and "political organisation" shall be construed accordingly;

"special law" means an Act of Parliament or any regulations made thereunder which regulates specifically a particular legal form or forms of organisations;

"statute" means the memorandum and articles of association of a company, the deed of partnership or the statute of a co-operative which provides for the setting up of such organisation as the case may be;

"volunteer" means a person who provides unremunerated services through or for a social enterprise organisation but who may receive a refund of any reasonable expenses incurred in connection with these services;

"worker with a disability" means any person who is on the Register of Persons with Disability in terms and for the purposes of the Persons with Disability (Employment) Act.

(2) Terms which are not specifically defined in this Act shall have the meaning assigned to them under the relevant law governing the legal form of the organisation qualifying as a social enterprise organisation under this Act.

(3) In the case of social enterprise companies, social enterprise partnerships and social enterprise co-operatives, the Companies Act or the Co-operative Societies Act, as the case may be, shall be interpreted so as to facilitate the application of the provisions of this Act to the particular legal form, and this, irrespective of the specific provisions indicated in the Schedules intended for the same purpose.

(4) This Act is intended also to reflect the principles in the European Union Commission Regulation No. 651/2014 of 17th June 2014 as the same may be amended or replaced from time to time and this Act shall be interpreted consistently with such Regulation.

Part II Social Enterprise Organisations