Cap. 168 Art. 77Alterations and additions to memorandum and articles.

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

Provided that -

(i) where the alteration consists in a change of the registered office in Malta of the company such alteration may be effected by a resolution of the directors; and

(ii) where the alteration consists in the conversion of any shares into stock or in the reconversion of that stock into shares, such alteration may only be made if the shares to be converted are paid up shares and if the stock is reconverted into paid up shares, but, if the company is so authorised by its memorandum or articles, it may by ordinary resolution convert any paid up shares into stock and reconvert that stock into paid up shares of any denomination.

(2) It shall be the duty of the directors to deliver to the Registrar for registration and publication a copy of any resolution as aforesaid, authenticated in accordance with article 81, within fifteen days after the date of the resolution.

(3) Any alteration or addition to the memorandum or articles of a company shall not take effect, unless and until it is registered as provided in sub-article (2).

(4) If default is made in complying with the provisions of sub-article (2), every director of the company who is in default shall be liable to a penalty not exceeding four euro and sixty-six cents (4.66) for every day during which the default continues. any paid up share capital, any such reduction shall not take effect until three months from the date of the publication of the statement referred to in article 192(1)(d) relating to the resolution effecting such alteration:

Provided that if a creditor of the company whose debt existed prior to the registration of the reduction objects thereto by writ of summons filed within the period of three months reckoned as aforesaid and shows good cause why it should not take effect, the court shall either uphold the objection or allow the reduction on sufficient security being given.

(2) The Registrar of Courts shall without delay cause a copy of any writ of summons filed under sub-article (1) and of any judgment given thereon to be served on the Registrar for registration and publication.