S.L. 386.5 Art. 13Requirements for request.

No company may request the Registrar for his consent under regulation 12 unless -

(a) an extraordinary resolution of the shareholders of the company was approved in accordance with the memorandum or articles of association of the company authorising such request. The extraordinary resolution shall be delivered to the Registrar for registration;

(b) (i) the company has delivered to the Registrar for registration a declaration signed by at least two directors of the company, unless the Board of Directors is composed of one, confirming the solvency of the company and confirming that the directors are not aware of any circumstances which could negatively affect in a material manner the solvency position of the company within a period of twelve months;

(ii) any director of a company making a declaration of solvency under subparagraph (i) without having reasonable grounds on which to make this declaration shall be guilty of an offence and liable on conviction to a fine (multa) of not more than forty-six thousand and five hundred and eighty-seven euro and forty-seven cents (46,587.47);

(c) where the company carries on in or from Malta any licensable activity, the company provides to the Registrar evidence of the consent of the competent authority in Malta to the company continuing in another country or jurisdiction;

(d) where the company is a public company quoted on a recognized investment exchange, the company provides to the Registrar evidence of the consent of the said exchange and of the listing authority in Malta to the company continuing in another country or jurisdiction;

(e) payment has been made of all fees and penalties due under the Act; and

(f) the prescribed fee has been paid for.