S.L. 386.27 Art. 10Registration and publicationofdraft terms of a cross- border conversion. 

(1) Without prejudice to sub-regulation (3), the

Maltese registered converting company shall file with the Registrar for registration:

(a) the draft terms of the cross-border conversion;

(b) the declaration of solvency referred to in regulation 8, if required in terms of these regulations; and

(c) a copy of the notice informing the members, creditors and representatives of the employees of the company or, where there are no such representatives, the employees themselves, that they may submit to the company, at the latest five (5) working days before the date of the general meeting, comments concerning the draft terms of the cross-border conversion:

Provided that the documents specified in this sub-regulation may be filed with the Registrar for registration entirely online.

(2) On being satisfied that the requirements of regulations 6 and 10(1) have been complied with, the Registrar shall register the draft terms of the cross-border conversion, the declaration of solvency and the notice referred to in sub-regulation (1)(c) and shall cause without delay a statement to be published in the Gazette or on the website maintained by the Registrar specifying:

(a) the date on which registration was made, together with an indication that the documents registered relate to the draft terms of the cross-border conversion;

(b) the type, name, registration number and registered office of the Maltese registered converting company;

(c) the legal form and name proposed for the converted company in the destination jurisdiction and the proposed location of its registered office in the said jurisdiction; and

(d) the information provided by the Maltese registered converting company in terms of sub-regulation (1) (c).

(3) The requirements of sub-regulation (1) shall not apply where, for a continuous period beginning at least one (1) month before the date fixed for the general meeting referred to in regulation 11 and not earlier than the conclusion of the said meeting, the Maltese registered converting company makes the documents referred to in sub-regulation (1) available on its website free of charge.

(4) Where the Maltese registered converting company makes the draft terms of the cross-border conversion and, where applicable, the declaration of solvency, available in accordance with sub-regulation (3), the company shall submit to the Registrar for registration, the following information:

(a) the legal form, registration number and name of the company and the location of its registered office in Malta;

(b) the legal form and name proposed for the converted company in the destination jurisdiction and the proposed location of its registered office in the said jurisdiction;

(c) an indication of the arrangements made for the exercise of the rights of creditors, employees and members; and

(d) details of the website from which the draft terms of the cross-border conversion, the declaration of solvency, the notice referred to in sub-regulation 1(c), the reasoned opinion referred to in regulation 6(2) and complete information on the arrangements referred to in paragraph (c) may be obtained online and free of charge:

Provided that the information specified in this sub-regulation may be submitted to the Registrar for registration entirely online.

(5) On being satisfied that the requirements of regulation 6 and sub-regulation (4) have been complied with, the Registrar shall register the information referred to in sub-regulation (4) and shall cause without delay a statement to be published in the Gazette or on the website maintained by the Registrar specifying:

(a) the date on which registration was made, together with an indication that the information relates to the draft terms of the cross-border conversion; and

(b) the information provided by the Maltese registered converting company in terms of sub-regulation (4).

(6) In addition to the publications referred to in sub-regulations (2) and (5), the Registrar shall be required to publish, without delay, in a daily newspaper circulating wholly or mainly in Malta, a notice consequent to the registration referred in sub-regulations (2) and (5), as may be applicable. Such publication shall be made by the Registrar at the expense of the Maltese registered converting company and the provisions of article 401(1)(e) of the Act COMPANIES

shall apply.