S.L. 234.42 Art. 12Contents of memorandum and share capital in any convertible currency.

(1) The memorandum of every company shall state:

(a) that it is a shipping organisation for the purposes of the

Act;

(b) that the company is a private company;

(c) the name and residence of each of the subscribers thereto;

(d) the name of the company;

(e) the registered office in Malta of the company;

(f) the objects of the company which shall be limited to one or more of the activities referred to in sub-article (1) of article 84Z of the Act;

(g) the amount of share capital with which the company proposes to be registered (hereinafter referred to as "the authorised capital"), the division thereof into shares of a fixed amount, the number of shares taken up by each of the subscribers and the amount paid up in respect of each share and, where the share capital is divided into different classes of shares, the rights attaching to the shares of each class;

(h) the number of the directors, the name and residence of the first directors and, where any of the directors is a body corporate, the name and registered or principal office of the body corporate;

(i) the manner in which the representation of the company is to be exercised, and the name of the first person or persons vested with such representation: Provided that the company may appoint other persons in addition to the said named representatives to represent the company in a class or classes of cases by means of a clause in the memorandum or articles of association, by a resolution of the board of directors or by means of a power of attorney issued by such named representatives;

(j) the period, if any, fixed for the duration of the company.

(2) (a) The share capital of a company may be denominated in any currency which is a convertible currency within the meaning assigned to it by the Central Bank of

Malta Act, and, for the purposes of these regulations, the euro, shall be a convertible currency.

(b) A company may by extraordinary resolution change the currency in which its share capital is expressed, and for this purpose the conversion rules set out in the provisions of the Eighth Schedule shall apply in respect of any company regulated by these regulations.

(c) For the purposes of applying the provisions of these regulations relating to minimum share capital, share capital expressed in a currency other than euros shall be calculated on the basis of the euro equivalent at the date of -

(i) the registration of the memorandum, in the case of formation of a company; or

(ii) the registration of the extraordinary resolution, in the case referred to in subregulation (2)(b); or

(iii) the registration of the extraordinary resolution effecting a reduction of the issued share capital, in the case where a company reduces its issued share capital.

(3) Without prejudice to the provisions of regulation 24, a copy of the extraordinary resolution referred to in subregulation (2)(b) shall be delivered to the Registrar for registration and shall not be effective until it is so registered.

(4) The exchange rate to be used shall be the average of the buying and selling rates prevailing at the date of registration referred to in subregulation (2), as the case may be.