S.L. 386.26 Art. 15Contestation of registration. 

(1) A registration made by the Registrar by virtue of either regulation 10 or 14 may be contested before the Court by any interested party in accordance with the following conditions:

(a) the contestation shall be made by application against the Registrar within one (1) month from the publication following the registration referred to in regulation 10 on the grounds that the draft terms of the cross-border division were not drawn up in accordance with the provisions of regulation 6; or within one (1) month from the last publication following the registration referred to in regulation 14 on the grounds that the resolution of the extraordinary general meeting was void or voidable:

Provided that in the latter case, the resolution of the extraordinary general meeting cannot be challenged solely on the following grounds:

(i) that the share exchange ratio referred to in regulation 6(1)(b) has been inadequately set;

(ii) that the cash compensation referred to in regulation 6(1)(p) has been inadequately set; or

(iii) that the information given with regard to the share exchange ratio referred to in paragraph (i) or the cash compensation referred to in (ii) did not comply with the legal requirements;

(b) notice of the application shall be published by the Registrar in the Gazette or on a website maintained by the Registrar;

(c) where it is possible to remedy a defect liable to render the cross-border division void or voidable, the Court shall grant the Maltese company being divided a period not exceeding one (1) month within which to rectify the situation;

(d) the Court shall decide whether to dismiss or uphold the application within not more than thirty (30) days from the filing of the application; and

(e) a notice that the judgment of the Court has been delivered shall be published by the Registrar in the Gazette or on a website maintained by him, which notice shall specify whether the application has been allowed or dismissed.

(2) Without prejudice to sub-regulation (1), any creditor of the Maltese company being divided whose debt existed prior to the publication made pursuant to regulation 10 may, within the period of three (3) months from the said publication, by application, request adequate safeguards to protect his claims on the ground that the safeguards offered in the draft terms of the cross-border division, as provided for in regulation 6(q) are inadequate. If the creditor credibly demonstrates that, due to the cross-border division, the satisfaction of his claims is at stake and that he has not obtained adequate safeguards from the Maltese company being divided, the Court shall uphold the creditor’s request and order that additional safeguards be provided subject to the cross-border division becoming effective. The Court shall decide whether to dismiss or uphold the application within not more than thirty(30) days from the date of notification of the application on the Registrar and the company being divided.

(3) Where a creditor of the company whose debt existed prior to the publication made pursuant to regulation 10 does not obtain satisfaction from the company to which the liability is allocated, the other recipient companies, and in the case of a partial division or a division by separation, the company being divided, shall be jointly and severally liable with the company to which the liability is allocated for that obligation. However, the maximum amount of joint and several liability of any company involved in the division shall be limited to the value, at the date on which the division takes effect, of the net assets allocated to that company.