S.L. 386.26 Art. 8Declaration of solvency.

(1) The directors of the Maltese company being divided, or in the case of a company having more than two (2) directors, the majority of the directors, shall make a written declaration of solvency to the effect that, on the basis of the information available to the Board of Directors at the date of the declaration, and after having made reasonable enquiries, the said Board of Directors is unaware of any reason why any recipient company and, in the case of a partial division, the Maltese company being divided, may after the division takes effect, not be in a position to meet the liabilities allocated to them under the draft terms of the cross-border division when those liabilities fall due:

Provided that no declaration of solvency shall be required where the Maltese company being divided is a company which is undergoing any one of the procedures referred to in regulation 4(4).

(2) A declaration made in accordance with sub-regulation (1) shall have no effect for the purposes of these regulations unless:

(a) it is made within the month immediately preceding the disclosure referred to in regulation 10; and

(b) it contains a statement of the company’s assets and liabilities made up to a date not earlier than one (1) month prior to the disclosure referred to in regulation 10(3). Without prejudice to regulation 28 a director who makes a declaration of solvency under this regulation without having reasonable grounds for the opinion expressed in the said declaration shall be guilty of an offence and liable on conviction to imprisonment for a term not exceeding three (3) years or to a fine (multa) of not more than fifty thousand euro (€50,000), or to both such fine and imprisonment.

(3) Without prejudice to regulation 28 a director who makes a declaration of solvency under this regulation without having reasonable grounds for the opinion expressed in the said declaration shall be guilty of an offence and liable on conviction to imprisonment for a term not exceeding three years or to a fine (multa) of not more than fifty thousand euro (€50,000), or to both such fine and imprisonment.