S.L. 386.28 Art. 10Registration and publication of the common draft terms of the cross- border merger. 

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

Maltese companies shall file with the Registrar for registration:

(a) the common draft terms of the cross-border merger;

(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 Maltese merging 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 common draft terms of the cross-border merger:

Provided that where the approval of the cross-border merger is not required by the general meeting of the acquiring company in accordance with the proviso to regulation 11(1) comments may be submitted not later than five (5) working days before the date of the general meeting of the other merging company or companies:

Provided further 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 common draft terms of the cross-border merger, 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 common draft terms of the cross-border merger;

(b) the type, name, registration number and registered office of each merging company;

(c) the register in which the documents referred to in Article 14 of Directive (EU) 2017/1132 are filed in respect of each of the merging companies and the registration number of the respective company in the said register;

(d) the information provided by the Maltese merging 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 ending not earlier than the conclusion of that meeting, the Maltese merging company makes the documents referred to in sub-regulation

(1) available on its website free of charge to the public.

(4) Where the Maltese merging company makes the common draft terms of the cross-border merger 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) for each of the merging companies its legal form, registration number and name and the location of its registered office;

(b) the legal form and name proposed for any newly created companies resulting from the cross-border merger and the proposed location of their registered office;

(c) the register in which the documents referred to in Article 14 of Directive (EU) 2017/1132 are filed in respect of each of the merging companies and the registration number of the respective company in the said register;

(d) an indication, for each of the merging companies, of the arrangements made for the exercise of the rights of creditors, employees and members; and

(e) details of the website from which the common draft terms of the cross-border merger, the declaration of solvency, the notice referred to in sub-regulation 1(c), the reasoned opinion referred to regulation 6(2) and complete information on the arrangements referred to in paragraph (d) 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) Where the approval of the cross-border merger is not required by the general meeting of the acquiring company in COMPANIES

accordance with the proviso to regulation 11(1), the disclosure referred to in sub-regulations (1) and (4) shall be made at least one (1) month before the date of the general meeting of the other merging company or companies.

(6) 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 common draft terms of the cross-border merger; and

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

(7) In addition to the publications referred to in sub-regulations (2) and (6), 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 (6) as may be applicable. Such publication shall be made by the Registrar at the expense of the Maltese merging company and the provisions of article 401(1)(e) of the Act shall apply.