S.L. 234.42 Art. 3Interpretation.

(1) In these regulations, unless the context otherwise requires, the following expressions have the meaning hereby assigned to them -

"the Act" means the Merchant Shipping Act; "appointed day" means the date appointed by the Minister for the coming into force of these regulations; "approved country or jurisdiction" means such country or jurisdiction as may be established from time to time by guidelines issued by the Registrar; "auditor" means a person who is an individual who holds a warrant to act as auditor issued under the Accountancy Profession Act or is a partnership of auditors duly registered under the said Act; "body corporate" means any entity having a legal personality distinct from that of its members, and includes a foreign body corporate; "certificate of registration", when used in relation to a company, means a certificate of registration issued under these regulations and the Companies Act and the words "registration", "registered"

and their derivatives shall be construed accordingly; "Companies Act" means Chapter 386 of the Laws of Malta;

"company" means a company formed and registered under Part III of these regulations;

"court" means the Civil Court; "debenture" includes debenture stock, bonds and any other debt securities of a company; "director" includes any person occupying the position of director of a company by whatever name he may be called carrying out substantially the same functions in relation to the direction of the company as those carried out by a director; "directors’ report" in relation to a company, means the directors’ report required by regulation 73; "euro" refers to the currency unit of the participating states in the European Monetary Union; "expert", except where otherwise specifically defined in these regulations, means an auditor whether Maltese or foreign and whether or not assisted by a specialist valuer; "extraordinary resolution" has the meaning given to it by regulation 50; "instrument of continuation" includes any document or certificate confirming that a company has been registered as continuing in an approved country or jurisdiction other than Malta;

"in writing" includes any electronic representation except in so far as relates to documents delivered to the Registrar for registration; "member" means a shareholder of a company;

"notice" shall mean a notice in writing of any kind; "officer" in relation to a company, means a director but does not include an auditor; "ordinary resolution" has the meaning given to it by regulation 50; "parent company" is a company which -

(a) has a majority of the members’ voting rights in another undertaking (subsidiary undertaking); or

(b) has the right to appoint or remove a majority of the members of the board of directors or persons entrusted with the administration of another undertaking (a subsidiary undertaking) and is at the same time a member of that undertaking; or

(c) has the right to exercise a dominant influence over an undertaking (a subsidiary undertaking) of which it is a member, pursuant to a contract entered into with that undertaking or to a provision in that undertaking’s memorandum or articles of association; or

(d) is a member of an undertaking and controls alone pursuant to an agreement with other members of that undertaking (a subsidiary undertaking), a majority of members’ voting rights in that undertaking; or

(e) holds a participating interest in another undertaking and actually exercises a dominant influence over the undertaking (a subsidiary undertaking) or manages the subsidiary undertaking on a unified basis together with it; and the term "parent undertaking" shall be construed accordingly;

"participating interest" shall mean rights in the capital of other undertakings, whether or not represented by certificates, which, by creating a durable link with those undertakings, are intended to contribute to those undertakings’ activities. The holding of twenty per cent of the capital of another undertaking shall be presumed to constitute a participating interest unless the contrary is shown. An interest in shares includes an interest which is convertible into an interest in shares and an option to acquire an interest in shares. Interests in shares held by subsidiary undertakings or held by third parties on behalf of the company or its subsidiary undertakings shall be deemed to be held by the company;

"private company" means a private company as defined in regulation 6;

"Registrar" means the person appointed as Registrar of Companies under the Companies Act;

"security" includes a share, debenture or any other similar instrument issued by a company;

"share" includes stock except where a distinction between stock and shares is express or implied;

"shareholder" means a person entered in the register of members of a company pursuant to regulation 38;

"true and fair view" in relation to accounts refers to the requirements of regulation 66(3).

(2) For the purposes of these regulations, where a document required to be delivered to the Registrar for registration is required to state the name and residence or address of a person, it shall be deemed to require further the official identification, by number or otherwise of such person, as may be applicable.

(3) Where a matter is not specifically dealt with under these regulations, reference shall be made to the provisions of the Companies Act on such matter including any relevant regulations issued under the Companies Act.