Cap. 325 Art. 3ATransfer of business to an oversea company.

(1) Where by means of an extraordinary resolution it is decided to transfer the trade or business of a company constituted under Maltese Law, hereinafter referred to as the first company, to a company which is registered as an oversea company in terms of the Companies Act, hereinafter referred to as the second company, and the Corporation is satisfied that the ultimate beneficial shareholders of the said companies are the same and are not resident in Malta,

(i) all rights and obligations of the first company arising from the provisions of this Act shall be deemed to be the rights and obligations of the second company as if such rights and obligations had always appertained to the second company;

(ii) the second company shall be entitled to the incentives and benefits contemplated by this Act to the same extent as the first company would have been entitled had the transfer of business not taken place and this irrespective of whether the first company was dissolved.

(2) The provisions of subarticle (1) shall apply, mutatis mutandis, where a company registered as an oversea company in terms of the Companies Act transfers its business to a company constituted under Maltese Law and in subarticle (1) "the first company" shall mean a company registered as an oversea company in terms of the Companies Act and "the second company" shall mean a company constituted under Maltese Law.

(3) For the purposes of this article a trade or business shall be deemed to have been transferred when:

(i) all the tangible assets of the first company are

*1st November, 2000 - see Legal Notice 135 of 2001. transferred to the second company, which company uses the said assets in carrying on the same kind of trade or business as that carried on by the first company; and

(ii) the customers of the second company are substantially the same as that of the first company.

(4) On being satisfied that the provisions of this article have been complied with, the Corporation may issue a certificate to that effect, which certificate shall constitute sufficient evidence for the purpose of the application of this article.