S.L. 386.28 Art. 20Processoftheissue of certificate of completion of cross-border merger. 

(1) When the company resulting from the merger has or is to have its registered office in Malta the Registrar shall ensure that the merging companies have approved the common draft terms of cross-border merger on the same terms and, where appropriate, that arrangements for employee participation have been determined.

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

(a) the common draft terms of the cross-border merger approved by the company’s general meeting or, in the event that the approval by the general meeting is not required in accordance with Article 132(3) of Directive 2017/1132/EU, the common draft terms of the cross-border merger approved by each merging company in accordance with national law;

(b) the pre-merger certificate or an equivalent document issued by the jurisdiction of each merging company;

(c) where in the case of a merger by formation the company resulting from the merger shall be a Maltese company:

(i) the memorandum and articles of association of the new company drawn up in accordance with the requirements of the Act; and

(ii) any other documents and information required for the purposes of registering the new company as a Maltese company.

(d) in those cases where the country or jurisdiction of any merging company is not a Member State or EEA State, a reasoned opinion of one or more practising advocates confirming that the proposed cross-border merger is permitted by the laws of each such country or jurisdiction:

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-merger certificate referred to in sub-regulation (2)(b) as conclusively attesting to the proper completion of the applicable pre‐merger procedures and formalities in the jurisdiction of each merging company, without which the cross-border merger cannot be approved.

(4) After verifying that the provisions of these regulations and all other applicable provisions of the Act have been complied, including the payment of any applicable fees, the Registrar shall:

(a) without delay, and in any event, not later than ten

(10) working days from the submission of the documents referred to in sub-regulation (2), issue a Certificate of Completion of Cross-Border Merger which shall include the name and registration number of the Maltese company resulting from the cross-border merger, a brief reference to the particulars of the merging companies, a reference to the type of cross-border merger which has taken place, and the date on which the cross-border merger takes effect;

(b) cause a statement to be published in the Gazette or on a website maintained by him confirming the completion of the cross-border merger; and

(c) the Registrar shall notify the registers in the country or jurisdiction of each merging company that the cross-border merger has taken effect.

(5) The Registrar shall ensure that at least the following information is entered in the register:

(a) that the registration of the company resulting from the merger is the result of a cross-border merger;

(b) the date of registration of the company resulting from the merger;

(c) the registration number, name and legal form of each merging company and of the company resulting from the merger.