S.L. 386.12 Art. 17Scrutiny of the legality of the cross-border mergerandissueof Certificate of Completion of Cross-Border Merger.

Where the company resulting from the cross-border merger has or is to have its registered office in Malta, the following rules shall apply:

(1) The Registrar shall scrutinise the legal validity of the cross-border merger as regards that part of the procedure which concerns the completion of the cross-border merger and, where appropriate, the formation of the new company resulting from the cross-border merger. In particular, he shall ensure that all the merging companies have approved the common draft terms of cross-border merger in the same terms and, where appropriate, that arrangements for employee participation have been determined.

(2) Each merging company shall submit to the Registrar the certificate which conclusively attests to the completion of the premerger acts and formalities:

(a) in respect of a Maltese merging company or companies, the certificate issued by the Registrar in accordance with regulation 14;

(b) in respect of a foreign merging company or companies, the certificate issued by the foreign authority in accordance with Article 10(2) of the EC Directive;

Such certificate shall be submitted to the Registrar within six months of its issue, together with the common draft terms of cross-border merger approved by the general meeting.

(3) After verifying that the provisions of these regulations and all other applicable provisions of the Act have been complied with, including the payment of any applicable fees, the Registrar shall without delay, issue a Certificate of Completion of Cross-Border Merger, which shall include the name and registration number of the company resulting from the cross-border merger, a brief reference to the particulars of the merging companies, a reference to the type of cross-border merger which has taken place, and the date on which the cross-border merger takes effect. Upon the issuance of such certificate, the Registrar shall cause a statement to be published in the Gazette or on a website maintained by him confirming the completion of the cross-border merger.

(4) A certificate issued by the Registrar under sub-regulation

(3) is conclusive evidence that the requirements of these regulations have been complied with and it shall not be possible to declare the merger null and void after the date on which the cross-border merger takes effect.

(5) When the Registrar issues a Certificate of Completion of Cross-Border Merger under sub-regulation (3), he shall without delay notify the registry where each of the merging companies was required to file documents that the cross-border merger has taken effect, indicating the effective date of the cross-border merger.

(6) When a Maltese merging company ceases to exist as a result of the cross-border merger, and the Registrar is notified by the registry of the Member State to whose jurisdiction the company resulting from the merger is subject, of the effective date of the cross-border merger, the Registrar shall cause without delay a notice to be published in the Gazette or on a website maintained by him, indicating that the cross-border merger has been completed and he shall strike the name of the Maltese merging company off the register and the provisions of article 401(1)(e) of the Act shall apply.