S.L. 234.42 Art. 20Alterations and additions to memorandum and articles.

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

Provided that it shall be permissible for the members without prejudice to the company remaining a shipping organization to authorise, and subject such authorisation to restrictions as they deem fit, the board of directors to alter or add to the memorandum and articles clauses which -

(a) amend the name of the company;

(b) amend the registered address;

(c) amend the articles of the company relating to internal administration provided the rights of the members are not affected; and

(d) amend the objects and powers of the company so as to facilitate the carrying on of the business of the company as a shipping organisation.

(2) It shall be the duty of the directors to deliver to the Registrar for registration a printed 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, the representation of the company or any transfer or transmission of shares or any allotment of shares. 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 regulation 17, the latter text together with resolutions registered in accordance with the provisions of subregulation (2) shall prevail. Notwithstanding the provisions of subregulation (2), where the alteration consists in a change in the registered office in Malta of the company, the directors 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 vis-à-vis third parties, unless and until it is registered.

(4) If default is made in complying with the provisions of subregulation (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.

(5) 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 these regulations and any other applicable law shall lie with the directors of the company.