Malta, the Companies Act, Chapter 386 of the Laws of Malta

Constitute and run a partnership en nom collectif or en commandite

On the dissolution of a partnership, and in no case later than fourteen days after it, the partners having the administration must deliver a notice of dissolution to the Registrar (article 36(1)).

Run an association en participation or register the branch of an oversea company

Every oversea company must, within twelve months from the end of each accounting period, deliver the accounts required by article 387(1), and must give notice of the closure of a branch within one month (article 399A(1)(a)).

Form and run a Tenth Schedule Limited Partnership

A Limited Partnership may be formed by two or more partners, at least one of whom is a general partner (Tenth Schedule, paragraph 4(1)), and it is not validly constituted unless a Partnership Deed is entered into (Tenth Schedule, paragraph 7(1)).

Increase the issued capital, offer shares pre-emptively or offer them to the public

Shares must be paid up on allotment to at least twenty five per cent of their nominal value in a public company and twenty per cent in a private company (articles 86 and 87), and the return of allotments is delivered within one month (article 103(1)).

Reduce the capital, deal with a serious loss or hold the company's own shares

Where the net assets of a public company are half or less of its called-up issued share capital, the directors must convene a general meeting not later than thirty days from the day the fact is known to any director (article 104(1)).

Run an investment company with variable share capital

An investment company with variable share capital may not issue partly paid shares (article 84(4)), and shares it has purchased are treated as provided in article 84(6).

Transfer shares, register a pledge and keep the registers

Every company must deliver the notices required by article 120(1) within two months after an allotment and within two months after a transfer is registered, and within one month in the further case that provision names.

Convene the annual general meeting, give notice and record the resolutions

Not more than fifteen months may elapse between one annual general meeting and the next (article 128(1)), and a general meeting is deemed not duly convened unless at least fourteen days' notice has been given in writing (article 130).

Appoint directors and a company secretary, and keep them within their duties

Every public company must have at least two directors and every private company at least one (article 137(1) and (2)), and every company must have a company secretary (article 138(1)).

Appoint, pay, remove or replace the auditors

The key audit partners responsible for a statutory audit must cease their participation not later than seven years from the date of their appointment (article 151A(6)(a)).

Keep the accounting records and prepare the annual accounts

Proper accounting records must be kept as article 163 requires, and the individual accounts must give a true and fair view of the undertaking's assets, liabilities, financial position and profit or loss (article 167(3)).

Prepare the directors' report, lay the accounts and file the annual return

The period allowed for laying and approving the annual accounts is ten months after the end of the accounting reference period for a private company and seven months for a public company (article 182(2)).

Pay a dividend or make any other distribution lawfully

A company may not make a distribution except out of profits available for the purpose (article 192(1)), and the amount of a distribution is determined by reference to the relevant accounts (article 197(2)).

Report payments to governments or publish the report on income tax information

Large undertakings and all public-interest entities active in the extractive or logging industries must prepare the report on payments to governments (article 213A(1)), and the report on income tax information must be published and delivered as the Fourth Schedule, Part II requires.

Amalgamate by merger, by acquisition or by forming a new company

An amalgamation does not take effect until three months from the date of the last publication of the statement relating to the extraordinary resolutions approving it (article 351(1)).

Divide a company by acquisition or by forming new companies

A division does not take effect until three months from the date of the publication of the statement relating to the extraordinary resolutions approving it (article 368(1)).

Dissolve the company and run a members' or creditors' voluntary winding up

The liquidator must, within fourteen days after his appointment, deliver a notice of his appointment to the Registrar (article 290(1)), and within seven days after the final meeting must send the account and the return to the Registrar (articles 274(2) and 284(2)).

Deal with a winding up by the court and the liquidator appointed by it

The statement of affairs must be submitted within twenty one days from the relevant date, or within such extended period as the official receiver or the court may appoint (article 226(3)).

Propose a compromise with creditors or apply for a company recovery order

Where the directors become aware that the company is unable to pay its debts, article 329A applies, and the special controller must report as article 329B(7) and (12) require.