S.L. 386.27 · Cross-Border Conversions Of Limited (S.L. 386.27)
S.L. 386.27 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 conversion;
"converted company" means a company formed in a destination jurisdiction as a result of a cross-border conversion;
"cross-border conversion" means an operation whereby a company, without being dissolved or wound up or going into liquidation, converts the legal form under which it is registered in a departure jurisdiction into a legal form of the destination jurisdiction, as listed in Annex II of Directive 2017/1132/EU, and transfers at least its registered office to the destination jurisdiction, while retaining its legal personality;
"departure jurisdiction" means a country or jurisdiction in which a company is registered prior to a cross-border conversion;
"destination jurisdiction" means a country or jurisdiction in which a converted company is registered as a result of a cross-border conversion;
"Directive 2002/14/EC" means Directive 2002/14/EC of COMPANIES
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 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 conversions, mergers and divisions;
"foreign converting company" means a company registered outside Malta that carries out a cross-border conversion;
"Maltese converting company" means a company registered in Malta that carries out a cross-border conversion.
Änderungsgeschichte
- Amended by L.N. 68 of 2024