S.L. 386.26 Art. 3Interpretation. 

In these regulations, unless the context otherwise requires:

"Act" means the Companies Act;

"company" means a limited liability company formed in accordance with Maltese law, any other limited liability company listed in Annex II of Directive 2017/1132/EU and any other body corporate formed and incorporated or registered under the laws of any other approved country or jurisdiction which is similar in nature to a company under Maltese legislation that carries out a cross-border division;

"company being divided" means a company which, in the process of a cross-border division, transfers all its assets and liabilities to two (2) or more companies in the case of a full division, or transfers part of its assets and liabilities to one (1) or more companies in the case of a partial division or division by separation;

"Directive 2002/14/EC" means Directive 2002/14/EC of the European Parliament and of the Council of 11 March 2002 establishing a general framework for informing and consulting employees in the European Community.

"Directive 2009/38/EC" means Directive 2009/38/EC of the European Parliament and of the Council of 6 May 2009 on the establishment of a European Works Council or a procedure in Community-scale undertakings and Community-scale groups of undertakings for the purposes of informing and consulting employees;

"Directive 2014/59/EU" means Directive 2014/59/EU of COMPANIES

the European Parliament and of the Council of 15 May 2014 establishing a framework for the recovery and resolution of credit institutions and investment firms and amending Council Directive 82/891/EEC, and Directives 2001/24/EC, 2002/47/EC, 2004/25/EC, 2005/56/EC, 2007/36/EC, 2011/35/EU, 2012/30/ EU and 2013/36/EU, and Regulations (EU) No 1093/2010 and

(EU) No 648/2012, of the European Parliament and of the Council;

"Directive 2017/1132/EU" means Directive 2017/1132/ EU of the European Parliament and of the Council relating to certain aspects of company law;

"Directive 2019/2121/EU" means Directive 2019/2121/ EU of the European Parliament and of the Council of 27 November 2019 amending Directive 2017/1132/EU as regards cross-border divisions, mergers and divisions;

"dividing companies" means all the companies taking part in a cross-border division including a recipient company;

"division" means an operation whereby:

(a) a company being divided, on being dissolved without going into liquidation, transfers all its assets and liabilities to two (2) or more recipient companies, in exchange for the issue to the members of the company being divided of securities or shares in the recipient companies and, if applicable, a cash payment not exceeding 10% of the nominal value, or, in the absence of a nominal value, a cash payment not exceeding 10% of the accounting par value of those securities or shares ("full division");

(b) a company being divided transfers part of its assets and liabilities to one (1) or more recipient companies, in exchange for the issue to the members of the company being divided of securities or shares in the recipient companies, in the company being divided or in both the recipient companies and the company being divided and, if applicable, a cash payment not exceeding 10% of the nominal value or, in the absence of a nominal value, a cash payment not exceeding 10% of the accounting par value of those securities or shares ("partial division"); or

(c) a company being divided transfers part of its assets and liabilities to one (1) or more recipient companies, in exchange for the issue to the company being divided of securities or shares in the recipient companies ("division by separation").

"recipient company" means a company newly formed in the course of a cross-border division.