S.L. 386.27 Art. 21Review of cross- border conversion when Malta is the destination jurisdiction.

(1) When a company carrying out a cross-border conversion indicates Malta as the destination jurisdiction, the Registrar shall review the legality of the cross-border conversion as regards that part of the procedure which concerns the completion and approval of the cross-border conversion. In particular, the Registrar shall ensure that the foreign converting company complies with the provisions of the Act on the incorporation and registration of companies and, where appropriate, that arrangements for employee participation have been determined.

(2) For the purposes of sub-regulation (1), the foreign converting company shall submit to the Registrar:

(a) the draft terms of the cross-border conversion approved by the company’s general meeting, which shall include at least the following:

(i) the legal form and name of the company and the location of its registered office in the departure jurisdiction;

(ii) the legal form and name proposed for the converted company in Malta and the proposed address of its registered office in Malta;

(iii) the memorandum and the articles of association of the company, where applicable, as proposed for the converted company in Malta;

(iv) the proposed indicative time-line for the cross-border conversion;

(v) the rights conferred by the converted company on members enjoying special rights or on holders of securities other than shares representing the company capital, or the proposed measures concerning them;

(vi) any safeguards offered to creditors, such as guarantees or pledges;

(vii) any special advantages granted to members of the administrative, management, supervisory or controlling bodies of the company;

(viii) whether any incentives or subsidies were received by the company in the departure jurisdiction, in the preceding five (5) years;

(ix) details of the offer of cash compensation for members in accordance with regulation 12;

(x) the electronic address intended to be used by members for the purposes of exercising their right in the departure jurisdiction in accordance with regulation 12(2);

(xi) the likely repercussions of the cross-border conversion on employment;

(xii) where appropriate, information on the procedures by which arrangements for the involvement of employees in the definition of their rights to participation in the converted company are determined.

(b) the pre-conversion certificate issued by the departure jurisdiction;

(c) the memorandum and articles of association of the foreign converting company drawn up in accordance with the requirements of the Act;

(d) in those cases where the departure jurisdiction is not a Member State or EEA State, a reasoned opinion by one or more practising advocates confirming that the proposed cross-border conversion is permitted by the laws of the departure jurisdiction;

(da) a copy of the extraordinary resolution approving the cross-border conversion;

(db) a declaration of solvency, drawn up in the same manner as referred to in regulation 8;

(e) any other documents and information required for the purposes of registering the converting company as a Maltese company:

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

(3) The Registrar shall accept the pre-conversion certificate referred to in sub-regulation (2)(b) hereof as conclusively attesting to the proper completion of the applicable pre‐conversion procedures and formalities in the departure jurisdiction, without which the cross-border conversion cannot be approved. COMPANIES