WIPO Lex

PART I
- Title I
- Title II
- Title III
- Title IV
- Title V
- Title VI
- Title VII
  - Sub-title I
  - Sub-title II
- TITLE VIII
PART II
- Title I
- Title II
- Title III
- Title IV
  - Sub-title I
  - Sub-title II
- Title V
PART III
- Title I
- Title II
- Title III
- Title IV
- Title V
- Title VI
- Title VII
Part IV
SCHEDULE

CHAPTER 13 COMMERCIAL CODE

To amend and consolidate the Laws relating to Trade.

ORDINANCES XIII of 1857, XV, XVI, XVII, XVIII and XIX of 1858 and II of 1898, and ACTS: XIV and XXIX of 1933* - as amended by Ordinances: III of 1863, VII of 1868, V of 1904; Acts: XV of 1924, XXX of 1927, XII of 1929; Ordinances: XXX of 1931, XXXVII of 1939 and VII of 1941 - Consolidated.

The Code was subsequently amended by Ordinances: XVIII of 1944, XIII of 1946, X and XXV of 1962; Legal Notices 4 of 1963 and 46 of 1965; Acts: XXXI of 1966, XI and XLVI of 1973 and LVIII of 1974; Legal Notice l48 of 1975; Acts: XXII of 1976, XLIX of 1981, IX and XVI of 1982, XIII of 1983, XXXVII of 1988, VIII and XXXIII of 1990, XXIV of 1995, XVI of 2000, XXXI of 2002, IX of 2003 and XXII of 2005; Legal Notices 233 of 2005, 181 of 2006 and 407 of 2007; Acts II and XIII of 2008, and XXIII of 2009.

*(2nd October, 1857)^*

(21st December, 1859)^†

(26th April, 1898)^‡

(12th May, 1939)^§

(3rd August, 1933)^**

*See Proclamation No. XXI of the 2nd of October, 1857.

†See Proclamation No. XII of the 2lst of December, 1859.

‡See Proclamation No. II of the 26th of April, 1898. §See Proclamation No. XXV of the 12th of May, 1939. **See Act No. V of 1927 omitted under the Statute Law Revision Ordinance, 1936, and Government Notice. No. 266 of the l8th of July, 1933

ARRANGEMENT OF CODE
Articles
Short Title 1

PART I

Of Trade In General

Preliminary Provisions 2-3

Of Traders and Acts of Trade 4-12

Of the Duties of Traders 13-37

Of Trade Books 13-26

Of Late Payments in Commercial Transactions 26A-26E
Sub-title II. Of Publication of Marriage Contracts 27-31

Of Limits of Competition 32-37

Of the Register of Traders 38-48

Of Persons Auxiliary to Traders 49-109

Of Agency in general 49-56

Of Managers 57-66

Of Commercial Travellers and Salesmen 67-69

Of Commercial Agents 70-78J
Sub-title V. Of Brokers 79-95

Of Commission Merchants 96-109

Of Commercial Obligations 110-118

Of the Chamber of Commerce, Enterprise and Industry 119-121

Of Bills of Exchange, Promissory Notes, and Drafts or
Cheques on Bankers or Cashiers 123-263

Of Bills of Exchange 123-259

Of the Form of a Bill of Exchange 123-129

Of the Duties of the Drawer 130-135

Of Endorsement 136-147

Of Acceptance 148-157

Of Acceptance for Honour or by Intervention 158-167

Of Joint and Several Liability 168

Of Surety par aval 169-171

Of Maturity and Payment 172-208

Of Payment for Honour or by Intervention 209-217

Of the Rights and Duties of the Holder 218-246

Of Protest 247-251

Of Re-exchange 252-259

Of Promissory Notes, and Drafts or Cheques on Bankers or 260-263

Cashiers

Of the Contract of Account Current 264-272

Articles
PART II

Of Maritime Trade and of Navigation

Of the Contract of Affreightment 273-337
and the Freighter
Assured

General Provisions 273-281

Of the Rights and Duties of the Person letting the Vessel 282-311

Of the Dissolution of Contracts of Affreightment 312-320

Of Bills of Lading 321-327

Of Passengers 328-337

Of Marine Insurance 361-440

Of the Contract of Marine Insurance 361-385

Of the Rights and Obligations of the Insurer and of the 386-412

Of Abandonment 413-440

Of Average and of Jettison and Average Contribution 441-468

Of Average 441-451

Of Jettison and Average Contribution 452-468

PART III

Of Bankruptcy

Of the Declaration of Bankruptcy 477-487

Of the Rights and Duties of the Curator of a Bankrupt 488-504

Of the Rights of Recovery 505-509

Of the Proof of Debts against the Bankrupt's Estate 510-516

Of the Composition or Scheme of Arrangement 517-527

Of the Ranking of Creditors 528-537

Of the Rehabilitation and Discharge 538-540

PART IV

Of Prescription And Inadmissibility Of Action In
Certain Commercial Matters, Of The Jurisdiction
Of The Civil Court, First Hall, And Of
Commercial Fees

Of Prescription and Inadmissibility of Action in certain 541-546

Commercial Matters
Title II Of the Jurisdiction of the Civil Court, First Hall 547-549

Of Commercial Fees 550-551

General Provision 552

4	CAP. 13.]	COMMERCIAL CODE
	SCHEDULE
Part I	Secondary Activities of Commercial Agents.
Part II	Commissions and Fees.
Part III	Fees of Public Brokers.
Part IV	Fees of Surveyors.

1. This Code may be cited as the Commercial Code. Short title.

PART I

OF TRADE IN GENERAL

PRELIMINARY PROVISIONS Preliminaryprovisions added by Act XXX of1927.

2. The commercial law relates to traders and to acts of trade Persons and acts affected.

done by any person, even though not a trader.

3. In commercial matters, the commercial law shall apply: Applicability of

law.
Provided that where no provision is made in such law, the usages

of trade or, in the absence of such usages, the civil law shall apply.

Title I

OF TRADERS AND ACTS OF TRADE Provisions of this Title substituted by Act XXX of 1927.

4. The term "trader" means any person who, by profession, Definition of “trader”.

exercises acts of trade in his own name, and includes any commercial partnership.

5. The following are acts of trade: Acts of trade.

(a): any purchase of movable effects for the object of reselling or letting them, whether in their natural state or
after being worked or manufactured; any sale or lease
of movable effects, in their natural state or after being
worked or manufactured, when the purchase thereof
has been made with the object of re-selling or letting
such effects;
(b): any banking transaction;
(c): any transaction relating to bills of exchange;
(d): any time-bargain in securities;
(e): any transaction relating to commercial partnerships or
to shares in such partnerships;
(f): any transaction relating to vessels and navigation;
(g): any undertaking relating to supplies, manufacture,
construction, carriage, insurance, deposits, public
entertainment and advertising;

Other commercial matters.

Presumption as to nature of act done by trader.

Persons who may carry on trade.

Minors.

Amended by: XLVI.1973.108; XXIV.1995.362.

Powers of minors who are traders.

Applicability of ss. 9 and 10 to minors non-traders.

Revocation of authority by parent.

Amended by: XLVI.1973.108; XXIV.1995.362.

(h): any purchase and any re-sale of immovable property, when made with the object of commercial speculation, and any building enterprise;
(i): any transaction ancillary to or connected with any of the above acts.

Obligations arising from collision of vessels, assistance or salvage in case of wreck, stranding or abandonment, from jettison or average are likewise commercial matters.
Every act of a trader shall be deemed to be an act of trade, unless from the act itself it appears that it is extraneous to trade.
Any person capable of contracting, may trade, unless the law precludes him from carrying on trade.

A minor who has attained the age of sixteen years, may trade and shall be deemed to be a major with regard to obligations contracted by him for purposes of trade, if

he has previously been authorized to that effect by the parent to whose authority he is subject, by means of a public deed registered in the Civil Court, First Hall; or, where both parents are dead, interdicted or absent, he has been authorized by the judge of the Civil Court, First Hall; and
a summary of the deed of authorization or of the decree aforementioned has been published by means of a notice in the Exchange, in the Government Gazette and in another newspaper.

Minors who are traders authorized as aforesaid can by reason of their trade charge, hypothecate and even alienate their property, without any of the formalities prescribed by the civil law.
The provisions of articles 9 and 10 shall apply to minors not being traders, with respect to acts declared to be acts of trade.
(1) The authority granted to a minor by the parent vested with parental authority to carry on trade may, at any time, be revoked by the parent exercising such authority by means of a public deed duly served on the minor.

(2): The deed of revocation shall be registered in the Civil Court, First Hall, and published by means of a notice in the Exchange, in the Government Gazette and in another newspaper.
(3): Such revocation shall in no case injuriously affect the rights acquired by a third party, even in regard to transactions which are still in the course of negotiation.

COMMERCIAL CODE	[CAP. 13.	7
Title II OF THE DUTIES OF TRADERS Sub-title I	Provisions of this Title substituted by Act XXX of 1927.
OF TRADE BOOKS

13. Every trader is bound to keep the following books: Obligatory trade books.

(a): a waste-book; Amended by:

(b): a journal;

Every trader shall immediately enter in the waste-book Waste-book. every commercial transaction which he makes, showing all the conditions or terms to which it is subject.
The journal must show day by day all the transactions Journal. concluded by the trader, his debts and credits, his negotiations, acceptances and endorsements of bills, and, generally, all that he receives or pays for any cause whatsoever; and must show month by month the sums disbursed for household expenses.
The cash-book must show in detail, day by day, all the Cash-book. sums received and those paid out by the trader, compared with the journal; it must be balanced at least once a month.
(1) The trader shall make every year an inventory Inventory-book. containing a description and valuation of his whole estate, assets and liabilities, whatever may be their nature and origin.

(2) The annual inventory shall be closed with a balance and with a statement showing the profits and losses, and shall be copied out year by year in the aforesaid inventory-book.

18. The ledger shall show an accurate and up-to-date record of Ledger.

Added by:

all transactions classified as personal and impersonal accounts and

XIII. 1946.3.

so kept as to render possible the drawing up of a true and correct picture of the state of affairs of the business or trade at any given time.

19. Besides the books mentioned in the foregoing articles of Optional tradebooks.

this sub-title, traders may keep other books and other papers wherefrom the extent and the progress of their business shall appear in a more detailed manner.

20. Every trader shall keep, by order of date, the original of all Duty of trader to keep letters, etc.,

letters, invoices and telegrams received by him, and a copy,

received or

whether hand-written or type-written, or a press-copy, of all letters, forwarded by him. invoices and telegrams forwarded by him.

Formalities to be observed in the keeping of trade books.

Amended by:

XXXVII. 1939.2.

Proof by books. Cap. 12.

Power of court to order production ofcorrespondence, etc.

General examination of books.

Retailers.

Period for preserving books, etc.

Definitions for the purposes of this Sub-Title.

Added by:

L.N. 233 of 2005.

21. (1) All books which traders are required to keep, with the exception of the waste-book, shall be numbered and kept, by order of date, without blanks or marginal notes.

(2): Whenever it shall be necessary to make any cancellation, this shall be made in such a manner as to leave the cancelled words legible.
(3): The provisions of this article shall not apply to such books as were already in use before the first day of January nineteen hundred and twenty-eight.

22. (1) Trade books, whether obligatory or optional, shall constitute evidence in terms of the Code of Organization and Civil Procedure.

(2) Nevertheless, it shall not be lawful to divide the contents of such books.

23. (1) In the course of an action, the court may, at the instance of one of the parties or of its own motion, order the production of all correspondence touching the question at issue, and of the trade books in order to abstract therefrom such portion only as relates to the controversy.

(2): In such case, a qualified accountant chosen by agreement between the parties or, in default, nominated ex officio by the court, may be appointed in order to ascertain, without removing the books and in the presence of the person producing them, whether such books are in order, and to abstract therefrom such entries as relate to the controversy.
(3): The opposite party may in counter-evidence produce his own books kept according to law.

In cases of winding up or liquidation of a partnership, or of property in community or of successions, the court shall have power to allow the examination of all the books subject to such conditions and formalities as the court may in each case prescribe.
Retail traders are not bound to enter in their books the sales made for ready cash: it will be sufficient for them to enter each day the total amount of the sales made on such day.
Traders are bound to keep their trade books, letters, invoices and telegrams received by them, for a period of five years to be reckoned, in the case of trade books, from the date of the last entry made in each book.

Sub-title IA

OF LATE PAYMENTS IN COMMERCIAL TRANSACTIONS

26A. For the purposes of this Sub-Title

"commercial transactions" means transactions between traders, between traders and public authorities and between members of the liberal professions and traders or public authorities, which lead to the delivery of goods or to the provision of services for remuneration;

"enforceable title" means any decree, judgment or order for payment issued by a Court by law or other competent authority, whether for immediate payment or payment by instalments which permits the creditor to have his claim against the debtor collected by means of forced execution. It includes any such decree, judgment or order for payment that is provisionally enforceable and remains so even if the debtor appeals against it;

"public authority" means the Government of Malta, Local Councils and other public bodies where a body is considered to be a public body when it:

-is established for the specific purpose of meeting

needs in the general interest, not being of an industrial

or commercial nature,

-has legal personality, and

-is financed for the most part by the State, or Local Councils or other public bodies, or is subject to management supervision by those bodies, or has an administrative, managerial or supervisory board more than half of whose members are appointed by the State, Local Councils, or other public bodies;

"undertaking" means any organisation acting in the course of its independent economic or professional activity, even where it is carried on by a single person;

"late payment" means a payment which is still due after the contractual or statutory period established for payment;

"retention of title" means the contractual agreement according to which the seller retains title to the goods in question until the price has been paid in full;

"reference rate" means the central intervention rate established by the Governor of the Central Bank of Malta in terms of the powers granted to him in Part IIA of the Central Bank of Malta Act in force on the first calendar day of the half year during which interest becomes due and which for the purposes of this Sub-Title shall apply for the following six months;

"interest rate" means the reference rate in force on the first calendar day of the half year during which interest becomes due, plus seven percent (7%).

26B. The provisions of this Sub-Title shall, notwithstanding the provisions of any other law, apply to payments made as remuneration for commercial transactions, irrespective of whether they are carried out between private bodies, public authorities or both, including commercial transactions to which members of the liberal professions are a party, with effect from the 1st July, 2005:

Provided that this Sub-Title shall not regulate transactions of traders, public authorities or of members of the liberal professions with consumers, interest in connection with other payments not regulated by this Sub-Title, such as payments under

Cap. 204.

Scope of this Sub-Title.

Added by:

L.N. 233 of 2005.

any provision of this Code or of any other law in respect of cheques and bills of exchange or payments made as compensation for damages including payments from insurance companies.

Interest in case of late payment.

Added by:

L.N. 233 of 2005.

26C. (1) Interest payable in accordance with this Sub-Title shall become payable from the day following the date or the end of the period for payment fixed in the contract.

(4): The rate of interest for late payment which the debtor is obliged to pay, shall be the interest rate as defined in article 26A, unless otherwise specified in the contract. The reference rate in force on the first calendar day of the half year during which interest becomes due shall apply for the following six months.
(5): Unless the debtor is not responsible for the delay, the creditor shall be entitled to claim reasonable compensation from the debtor for all relevant recovery costs incurred through the debtor’s late payment.
(6): Any agreement on the date for payment or on the consequences of late payment which is not in accordance with the provisions of subarticles (2), (3) and (4) shall give rise to a right to claim for damages if when all circumstances of the case including good commercial practice and the nature of the product are considered, it is grossly unfair to the creditor:

Provided that in determining whether an agreement is grossly unfair to the creditor, it shall be taken, inter alia, into account whether the debtor has any objective reason to deviate from the provisions of subarticles (2), (3) and (4). If such an agreement is determined to be grossly unfair, the terms established in this Sub-Title shall apply unless the First Hall of the Civil Court upon the application of any party interested determines different conditions which are fair and which are to apply.

26D. In the case of a commercial transaction consisting of the sale of movables, the seller shall be entitled to retain title of the same until the price thereof is fully paid if such retention of title has been expressly agreed to in writing between the buyer and the seller before the delivery of the said movables.

26E. The provisions of this Sub-Title shall not apply to:

(a): debts that are subject to insolvency proceedings instituted against the debtor;
(b): contracts that have been concluded prior to the 1st May, 2004;
(c): interest payments of less than four euro and sixty-six cents (4.66).

Sub-title II

OF PUBLICATION OF MARRIAGE CONTRACTS

27. (1) Every notary receiving a marriage contract or any deed varying such contract between persons any one of whom is described in the deed as a trader, shall, within fifteen days from the date of such contract or deed, file with the Registrar of Courts of Malta or with the Registrar of Courts of Gozo, according to the residence of the party described as a trader, a note containing the following particulars:

(a): the date of the contract or deed and the name of the notary receiving such contract or deed;
(b): the name of the party described as a trader;
(c): the amount of the dowry and of the dower.

(2) The registrar shall cause a copy of the note aforesaid to be posted up at the Exchange and published in the Government Gazette.

28. (1) The Registrar of Courts of Malta and the Registrar of Courts of Gozo and Comino shall keep an Index, in alphabetical order, of the notes filed with them respectively under the provisions of the last preceding article.

(2) The Index shall be open to inspection by the public.

Sale of moveables.

Added by:

L.N. 233 of 2005.

Exclusions.

Added by:

L.N.: 233 of 2005. Amended by:
L.N.: 407 of 2007.

Publication of marriage contracts.

Amended by:XXXVII.1939.3; XXIV.1995.362.

Index of notes to be kept byregistrar.

Added by:XXXVII.1939.4. Amended by:XXIV.1995.362.

Penalty.

Amended by:

XXXVII. 1939.5;

L.N.: 46 of 1965; LVIII.1974.68 ; XIII.1983.5; VIII.1990.3; XXIV.1995.362. Amended by:
L.N.: 407 of 2007.

Where spouse engages in trade after marriage.

Amended by:XXXVII.1939.6.

Duty of registrar in case of demand for separation ofproperty between spouses.

Amended by:XXXVII.1939.7.

Unlawful use of names, marks or distinctive devices.

Amended by:

XVI. 2000.103.

Cap. 416.

Permitted comparativeadvertising.

Added by:

II. 2008.58.

Cap. 378.

Every notary who fails to comply with the provisions of article 27 shall be liable, on conviction, to a penalty not exceeding twenty-three euro and twenty-nine cents (23.29), at the suit of any interested party, or of the Attorney General, by summons before the Civil Court, First Hall, or before the Court of Magistrates (Gozo) in its superior commercial jurisdiction, as the case may be.
(1) Where any one of the spouses engages in trade after the marriage, or although already engaged in trade has not been so described in the marriage contract, the obligations mentioned in article 27 shall devolve upon such spouse.

(2) If such spouse fails to carry out the said obligations, such spouse shall be liable to the penalty prescribed in the last preceding article and may, moreover, in the event of bankruptcy, be adjudged a fraudulent bankrupt.

31. (1) The registrar shall cause every demand for the separation of property between spouses any one of whom is described in the Index mentioned in article 28 as a trader, to be published in the Government Gazette.

(2) The registrar shall likewise cause the judgment on the said demand to be published in the Government Gazette, and shall enter a reference to such judgment in the said Index.

Sub-title III

OF LIMITS OF COMPETITION

32. Traders shall not make use of any name, mark or distinctive device capable of creating confusion with any other name, mark or distinctive device lawfully used by others, even though such other name, mark or distinctive device be not registered in terms of the Trademarks Act, nor may they make use of any firm name or fictitious name capable of misleading others as to the real importance of the firm.

32A. (1) Traders shall not engage in any comparative advertising.

(2) Notwithstanding the preceding subarticle, comparative advertising shall, as far as the comparison is concerned, be permitted when the following conditions are met:

(a): it is not misleading within the meaning of article 32B or within the meaning of articles 51C and 51D of the Consumer Affairs Act;
(b): it compares goods or services meeting the same needs or intended for the same purpose;
(c): it objectively compares one or more material, relevant, verifiable and representative features of those goods

and services, which may include price;

(d): it does not discredit or denigrate the trade marks, trade names, other distinguishing marks, goods, services, activities, or circumstances of a competitor;
(e): for products with designation of origin, it relates in each case to products with the same designation;
(f): it does not take unfair advantage of the reputation of a trade mark, trade name or other distinguishing marks of a competitor or of the designation of origin of competing products;
(g): it does not present goods or services as imitations or replicas of goods or services bearing a protected trade mark or trade name;
(h): it does not create confusion among traders, between the advertiser and a competitor or between the advertiser’s trade marks, trade names, other distinguishing marks, goods or services and those of a competitor.

(3): Any comparison referring to a special offer shall indicate in a clear and unequivocal way the date on which the offer ends or, where appropriate, that the special offer is subject to the availability of the goods and services, and where the special offer has not yet begun the date of the period during which the special offer shall apply. "Special offer" in this subarticle refers to the price of the goods or services or any other specific condition under which the goods or services will be supplied.
(2): An advertisement is misleading if in any way, including its presentation, it deceives or is likely to deceive the persons to whom it is addressed or whom it reaches, and if by reason of its deceptive nature, it is likely to affect their economic behaviour or is one which for those reasons, injures or is likely to injure a competitor of the person whose interests the advertisement seeks to promote.

Misleadingadvertising.

Added by:

II. 2008.58.

False indication of origin of goods.

Spreading of newsprejudicial to other traders.

Subornation of other traders’ employees.

Certificates of honesty or competencycontrary to facts.

Interpretation.

Added by:

II. 2008.59.

Penalties.

Amended by:XIII.1983.5; VIII.1990.3; XXIV.1995.362;

L.N. 407 of 2007;

II. 2008.60.

calculated, and the conditions on which the goods are supplied or the services provided;

(c) the nature, attributes and rights of the advertiser, including his identity and assets, his qualifications and ownership of industrial, commercial or intellectual property rights or any awards and distinctions made to him.

Traders shall not make use of any false indication of origin of the goods:
Provided that a designation which according to commercial usage is considered as a common designation, shall not be deemed to be a false indication.

(1) Traders shall not, for the purpose of competition, spread news capable of prejudicing the business or trade carried on by other persons.

(2) Moreover, they shall not make use of honours, patents, medals, prizes or other distinctions to which they have no claim or which have been obtained for some other branch of business or trade.

Traders shall not suborn persons employed in the trade or business carried on by a competitor for the object of knowing or exploiting his customers.

A trader shall not, in the exercise of his trade or business, issue certificates of honesty or competency contrary to the facts as known to him and capable of imposing upon the good faith of others.
36A. For the purposes of this subtitle, "advertising" means any form of representation, including a catalogue, a circular and a price list, about a trade, business, craft or profession in order to promote the supply or transfer of goods or services, immovable property, rights or obligations and "advertisement" shall be construed accordingly.

(1) Any trader who contravenes any of the prohibitions contained in articles 32 to 36 inclusively, shall, at the choice of the injured trader, be liable either to an action for damages and interest or to a penalty. The injured trader may, further, demand that every thing done contrary to the said prohibitions be destroyed, or that any other remedy be applied capable, according to circumstances, of removing the act constituting the unlawful competition.

(2): Any action for damages and interest brought under this article shall be governed by the rules of the civil law.
(3): The penalty, however, shall be fixed by the Civil Court, First Hall, or by the Court of Magistrates (Gozo) in its superior commercial jurisdiction at the suit of the injured trader, and shall not be less than four hundred and sixty-five euro and eighty-seven cents (€465.87) nor more than four thousand, six hundred and fifty- eight euro and seventy-five cents (€4,658.75), having regard to the seriousness of the fact, to its continuance, to the malice of the

offending party and to all other particular circumstances of each case. Such penalty shall be paid to the injured trader in settlement of all his claims for damages and interest.

Title III

OF THE REGISTER OF TRADERS

38. (1) Every trader and every commercial partnership may, if they so desire, be registered in a special book to be called "Register of Traders" which shall be kept under the authority of the Civil Court, First Hall.

(2) There shall be kept under the authority of the Court of Magistrates (Gozo) in its superior commercial jurisdiction another register for traders residing in Gozo and for commercial partnerships having their place of business there; such register, however, shall be deemed to form an integral part of that kept under the authority of the Civil Court, First Hall.

39. (1) Every person is entitled to be registered in the register mentioned in the last preceding article, provided -

(a): he is actually engaged in trade or in any branch of trade;
(b): he is discharged, if he had previously been adjudged bankrupt;
(c): he has not been convicted of any of the crimes affecting public trust or against property provided for in the Criminal Code;
(d): he produces a certificate from the Council of the Chamber of Commerce, Enterprise and Industry as to the existence in his respect of the conditions mentioned in paragraphs (a), (b) and (c).

(2) Where a commercial partnership is to be registered, the conditions mentioned in paragraphs (b), (c) and (d) of subarticle (1) of this article must exist in respect of every one of the partners with unlimited liability.

40. Any person desiring to be registered in the aforesaid register shall make an application before one of the courts mentioned in article 38, as the case may be, producing all the requisite documents, and, in the case of a commercial partnership, a copy of the statement published in the Government Gazette in terms of sub-article (1) of article 192 of the Commercial Partnerships Ordinance^*, showing the date of registration of the partnership and the date on which the relative certificate of

*Repealed by Act XXV of 1995 (Chapter 386).

Provisions of this Title substituted by Act XXX of 1927.

Amended by:VIII.1990.3; XXIV.1995.362.

Qualifications for registration.

Amended by:

XIII. 2008.2.

Cap. 9.

Procedure for registration.

Amended by:
XVI.1982.2.

Cap. 168.

registration was issued.

Grant or refusal of application for registration.

Amended by:

XXII. 2005.79.

Powers of court.

Cancellation from register.

Amended by:

XIII. 2008.2.

Contents of register of traders.

Amended by:XXIV.1995.362;

XXXI. 2002.256.

Certificate of registration.

41. (1) The judge or magistrate, as the case may be, shall grant or refuse the application by a decree in camera, ordering in the first case, the registrar to enter applicant’s name in the register and, in the second case, that the applicant be served with a copy of the decree.

(2) The decree refusing the application shall contain the reasons for such refusal and shall be subject to appeal, by sworn application, to the Court of Appeal within eight days from the day of the service above-mentioned.

It shall be lawful for the court of first or second instance to examine the applicant on oath and to require him to produce all such evidence as it shall deem necessary for dealing with the application.
(1) The name of a trader or of a commercial partnership, after having been duly entered in the register above-mentioned, shall be liable to cancellation if the trader dies or retires from business or if the partnership is dissolved, or if the one or the other is adjudged bankrupt, or if the trader or any of the partners with unlimited liability is convicted of any of the crimes mentioned in paragraph (c) of sub-article (1) of article 39.

(2): The demand for the cancellation shall be made before the competent court, by means of an application, by any interested party or by the President of the Council of the Chamber of Commerce, Enterprise and Industry, against the person or partnership concerned or his or its lawful representative.
(3): The decree given on such application is also subject to appeal within the same time and in the same manner as prescribed in sub-article (2) of article 41.

44. (1) Every entry in the register above-mentioned shall bear a progressive number, and shall set out the name and surname of the trader or of every partner with unlimited liability, as the case may be, the trade name, the firm or partnership name under which the trade is carried on, the place of residence and the trade or the particular branch of trade carried on.

(2) Every registration in Gozo shall, without delay, be communicated, by means of a legal copy, to the registrar in Malta who shall enter such registration in the register of traders, allotting to it a progressive number. Such number shall, without delay, be communicated to the registrar in Gozo who shall forthwith enter the same in the register kept under the authority of that court.

It shall be lawful for any trader or commercial partnership, at his or its own expense, to demand from the registrar a certificate of his or its registration.
The register of traders shall be open to inspection by every person, free of charge.

47. (1) Default of registration shall not operate so as to restrain any person from engaging in trade. Penalty for unlawful use of term implying registration.

(2) Nevertheless, whosoever, without being duly registered or after his name has been struck off the register of traders, shall, in his correspondence or in any other paper relating to his business, make use of any designation calculated to lead others to believe that he is duly registered, shall be liable to a penalty of not less than eleven euro and sixty-five cents (11.65) and not exceeding two hundred and thirty-two euro and ninety-four cents (232.94), at the suit of the Attorney General, by sworn application before the competent court of commercial jurisdiction.

48. In the register of traders there shall be a special part for public brokers and another for commercial agents.

Title IV

OF PERSONS AUXILIARY TO TRADERS

Sub-title I

OF AGENCY IN GENERAL

49. In the absence of any agreement, law or custom to the contrary, mercantile agency is governed by the provisions contained in Title XVIII of Part II of Book Second of the Civil Code so far as applicable, with the exception of article 1861:

Provided that where a mercantile agency involves also the obligation on the part of the agent of performing particular services, then it shall also be governed by the provisions of the Employment and Industrial Relations Act, so far as applicable.

All acts done by the agent on behalf of the principal, within the scope of his authority, produce directly their effect whether in favour of or against the principal.

For the purpose of establishing the validity and the effects of the act done by the agent, regard shall be had to the capacity of the principal and to the intention of the agent:
Provided that where at the time of the conclusion of the transaction the principal is in bad faith, he cannot set up the good faith of the agent.

Where the law requires that an act be expressed in writing, the authority given to an agent to do such act must be conferred in writing.
Saving any custom or agreement to the contrary, the power to buy shall not be deemed to include the power to buy on credit, and the power to sell shall not be deemed to include the power to sell on credit.

Default of registration not todebar person from engaging in trade.

Amended by:

L.N. 46 of 1965; LVIII.1974.68 ; XIII.1983.5; XXIV.1995.360;

XXII. 2005.79;

L.N. 407 of 2007.

Parts of register for public brokers and commercial agents.

Provisions of this Title substituted by Act XXX of 1927.

Law governingmercantile agency.

Amended by:XLIX.1981.6.

Cap.16.

Cap.452.

Effects of acts done by agent within scope of his authority.

Rules regarding the validity and effectsof acts done by agent.

Form of agent’s authority.

Agent’s powers.

Duty of agent towards third parties.

Cap .9.

How principalwithdrawingagency, may free himself from liability towardsthird parties.

Amended by:VIII.1990.3; XXIV.1995.362.

Transaction of business by agent with himself.

Definition of manager.

Who may be manager.

Amended by:XLVI.1973.108.

Manager’s authority may be express or implied.

54. (1) The agent is bound to furnish to the third party every information as to the extent of the authority conferred on him by the principal and, if the third party so requires, the agent is bound to deliver to such third party a declaration duly signed by him to the effect that a given transaction is comprised within the said authority.

(2) Any false statement wilfully made by the agent in the said declaration shall be considered as a forgery of a commercial document within the meaning of article 183 of the Criminal Code, and shall be liable to the punishment therein prescribed, without prejudice to any action for damages and interest.

Where the agency has been conferred in general terms, the principal who withdraws the agency, may relieve himself from all liability towards third parties for any further acts done by the agent, by giving notice of such withdrawal by means of a note filed in the Civil Court, First Hall, or in the Court of Magistrates (Gozo) in its superior commercial jurisdiction, as the case may be, and causing such note to be published in the Government Gazette and in another newspaper, and affixed in the Exchange.
It shall not be lawful for the agent to transact with himself a business of his principal, whether on his own behalf or on behalf of any other person, directly or through the medium of a third party, without the authority or ratification of the principal.

Sub-title II

OF MANAGERS

A manager is a person who is placed, personally and permanently, in charge of the business or of a branch of the business of the principal in one or more fixed places.
Any person, whatever his or her age, may be a manager.
(1) The authority to act as manager may be express or implied.

(2): In the first case, where the principal desires to limit the authority conferred on the manager in such a way as to raise a presumption that the limitations imposed are known to third parties, he must file in the one or the other of the courts mentioned in article 55 a note showing in detail all such limitations, and cause such note to be affixed in the Exchange and published in the Government Gazette and in another newspaper, possibly a commercial newspaper.
(3): In the second case, the authority to act as manager shall in regard to third parties be deemed to be general and to comprise all matters pertaining and necessary to the exercise of the business or

branch of business in respect of which it has been conferred, unless the principal proves that such third parties knew of the aforesaid limitations at the time the transaction was concluded.

The principal shall be liable for the acts of the manager and for the obligations contracted by him within the limits of the business or branch of business which has been entrusted to him.
A loan (mutuum) made to the manager is not binding on the principal except when the object for which it has been made has been stated, and such object actually relates to the business or branch of business in charge of which the manager has been placed.
(1) The manager shall always deal in the name of the principal, and when signing shall, besides his own name and surname, indicate the name and surname or the firm name of the principal, with the clause per procura or some equivalent clause.

(2) In default of such indication, the manager shall be personally liable; but in such case, third parties may bring, also against the principal, any action arising from the acts of the manager pertaining and necessary to the exercise of the business with which he is charged.

63. (1) The manager shall not, either on his own behalf or on behalf of others, without the express consent of the principal, carry on or have any interest in any business of the same nature as that in charge of which he has been placed.

(2) If the manager acts in contravention of this prohibition, the principal may, at his option, either take action for damages and interest or demand payment of any profits made by the manager in any transaction entered into in violation of his duty.

The manager may sue or be sued in the name of the principal for any obligations arising out of the acts done by him in the exercise of the business or branch of business with which he is charged, even if the principal is present in Malta.
The manager is jointly and severally liable with the principal for the observance of the provisions contained in Title II of this Part of this Code in regard to all matters relating to the business or branch of business with which he is charged.
The determination of the manager’s authority shall be made public with the same formalities prescribed in sub-article (2) of article 59, even where the grant of the authority had not been so made known.

Sub-title III

OF COMMERCIAL TRAVELLERS AND SALESMEN

Liability ofprincipal.

Loan made to manager.

Duties of manager.

Manager may not transact business on his own or other party’s behalf.

Manager may sue or be sued.

Liability of manager.

Amended by:XVI.1982.2.

Determination of manager’sauthority.

67. (1) Commercial travellers shall produce to the customers Duties of commercial

with whom they deal in the name of the principal, the instrument

travellers.

creating their authority and defining its limitations.

Duties of salesmen.

Commercial travellers and salesmen may not exercise same trade as principal.

Amended by:XIII.1983.5; VIII.1990.3;

L.N. 407 of 2007.

Application of thisPart.

Substituted by:

IX. 2003.3.

(2): In the absence of an express authority, they cannot receive the price of goods, unless they personally deliver the same, nor can they grant time for payment or allow discount in respect of transactions concluded by them.
(3): They may receive complaints addressed to the principal, and may sue or be sued in the name of the principal in respect of obligations arising out of transactions concluded by them in the name of the principal himself.

68. (1) Salesmen entrusted with wholesale or retail sales, are empowered to receive within the warehouse or place of business, the price of goods sold by them, unless the receipt of payments is entrusted to some other person as cashier.

(2) They cannot receive such price outside the warehouse or place of business, unless they produce the power giving them authority so to do or deliver a receipt signed by the principal.

69. (1) Commercial travellers and salesmen shall not, without express authority, exercise the same trade as the principal, either on their own behalf or on behalf of others, and shall not communicate information about customers to the detriment of the principal.

(2) Whosoever acts in contravention of this prohibition shall be liable for damages and interest; and shall moreover be liable to a penalty of not less than eleven euro and sixty-five cents (11.65) and not exceeding two hundred and thirty-two euro and ninety-four cents (232.94), on proceedings taken at the suit of the principal, before the Court of Magistrates.

Sub-title IV

OF COMMERCIAL AGENTS

70. (1) The relations between commercial agents and their principals and the activities of commercial agents in Malta are governed by the provisions of this sub-title.

(3): The provisions of Part I of the Schedule shall apply in order to determine the persons whose activities as commercial agents are to be deemed secondary for the purposes of subarticle (2)(c).

70A. In this sub-title:

"commercial agent" means a person not being a person in the employment of the principal, who has continuing authority to negotiate the sale or purchase of goods or services on behalf of another person (the principal), or to negotiate and conclude such transactions on behalf and in the name of that principal, but does not include:

(i): a person who in his capacity as an officer of a company or association is empowered to enter into commitments binding the company or association;
(ii): a partner who is lawfully authorised to enter into commitments binding on his partners;

(iii) a person acting as an insolvency practitioner in Malta or in an equivalent position in any other jurisdiction;

"commission" means any part of the remuneration of a commercial agent which varies with the number or value of business transactions;

"Minister" means the Minister responsible for commerce;

"regulatory authority" means the Council of the Chamber of Commerce, Enterprise and Industry;

"restraint of trade clause" means an agreement or a clause in an agreement restricting the business activities of a commercial agent following the termination of the agency contract.

71. (1) Any person desiring to act as a commercial agent, whether alone or in partnership with any other person, shall notify the regulatory authority requesting registration, within thirty days of undertaking this activity.

(2): In order to be registered as a commercial agent with the regulatory authority an applicant shall apply in writing to the authority in such form as the regulatory authority shall prescribe, containing the full name and surname, age, private and business addresses of the applicant and such other particulars concerning his business or occupation as the regulatory authority shall require. In the case of a person applying to be registered as a commercial agent in partnership, a reference shall be made in the application to the statement published in the Gazette in terms of the Companies Act showing the date of registration of the partnership and the date on which the relative certificate of registration was issued.
(3): The regulatory authority shall not accept an application for registration to act as a commercial agent from any person who is in the employment of the Government of Malta or of any financial institution, or from any person holding a warrant to practise a profession in Malta and actually practising such profession, or from stockbrokers or from any person who, whether in Malta or abroad, has been found guilty of fraudulent bankruptcy.
(4): Notice of any registration under this article shall be published in the Gazette. In the month of January of each year, a

Definition of commercial agent, etc.

Added by:

IX. 2003.3. Amended by:

XIII. 2008.2.

Commercial agents.

Amended by:

XXXVII. 1939.8;

L.N. 46 of 1965;

IX.: 1982.2. Substituted by:
IX.: 2003.3;

XXIII. 2009.18.

Cap. 386.

Power of the Minister to prescribe fee for registration.

Amended by:

XXXVII. 1939.9.;

L.N. 46 of 1965;

LVIII. 1974.68. Substituted by:

IX. 2003.3;

XXIII. 2009.18.

Penalties.

Amended by:

XXXVII. 1939.10;

VII. 1941.2. Substituted by:

IX. 2003.3. Amended by:

L.N. 407 of 2007. Substituted by:

XXIII. 2009.18.

No grant orrenewal of registrationpending settlement of fine.

Added by:

IX. 2003.3. Substituted by:

XXIII. 2009.18.

Duties of commercial agent to his principal.

Substituted by:

IX. 2003.3.

complete list of registrations then in force shall likewise be published in the Gazette.

(6): Such withdrawal or suspension shall be published in the Gazette.

The Minister after consulting the regulatory authority may, by regulation, prescribe the fee to be charged by the regulatory authority in respect of a registration to act as a commercial agent under the provisions of the last preceding article. Any such regulation may prescribe the payment of an annual fee in addition to the fee payable on the initial registration and may provide that in default of payment of any such annual fee, the registered person or partnership shall removed from the register.

Without prejudice to the provisions of article 71(1), any person who, without being registered, represents himself to be, or acts or undertakes to act as a commercial agent, shall be liable:

on a first conviction to a fine (multa) not exceeding two thousand and five hundred euro (€2,500); and
on a second or subsequent conviction, to imprisonment for a term not exceeding three months or to a fine (multa) not exceeding five thousand euro (€5,000).

73A. Where any court has imposed a fine under this sub-title, and such fine has not been paid, the regulatory authority shall not grant or renew the registration on the expiry thereof until such time as the payment of the fine is effected.

74. (1) In performing his activities a commercial agent shall look after the interests of his principal and act dutifully and in good faith.

(2) In particular, a commercial agent shall

(a): make proper efforts to negotiate and, where appropriate, conclude the transactions he is instructed to take care of;
(b): communicate to his principal all the necessary information available to him;

COMMERCIAL CODE			[CAP. 13.		23
(c)	comply withprincipal.	reasonable instructions	given by	his

75. (1) In his relations with his commercial agent a principal shall act dutifully and in good faith.

(2) In particular, a principal shall

(a): provide his commercial agent with the necessary documentation relating to the goods concerned;
(b): obtain for his commercial agent the information necessary for the performance of the agency contract, and in particular notify his commercial agent within a reasonable period where he anticipates that the volume of commercial transactions will be significantly lower than that which the commercial agent could normally have expected.

(2): The law applicable to the contract shall govern the consequence of breach of the rights and obligations under articles 74 and 75 above.

77. (1) Without prejudice to the application of any enactment or rule of law concerning the level of remuneration of commercial agents, in the absence of any agreement as to remuneration between the parties, a commercial agent shall be entitled to the remuneration that commercial agents appointed for the goods forming the subject of his agency contract are customarily allowed in the place where he carries on his activities and, in the absence of such customary practice, a commercial agent shall be entitled to such reasonable remuneration taking into account all the aspects of the transaction to be agreed to between the parties or in default by the court.

(2) Where the remuneration of a commission agent is not fixed in whole or in part as a commission the provisions of articles 77A to 77F shall not apply.

77A. (1) A commercial agent shall be entitled to commission on commercial transactions concluded during the period covered by the agency contract

(a): where the transaction has been concluded as a result of his direct or indirect intervention; or
(b): where the transaction is concluded with a third party whom he has previously acquired as a customer for transactions of the same kind.

(2) A commercial agent shall also be entitled to commission on transactions concluded during the period covered by the agency

Duties of a principal to his commercial agent.

Substituted by:

IX. 2003.3.

Prohibition on derogation fromarticles 74 and 75 and consequence of breach.

Substituted by:

IX. 2003.3.

Form and amount of remuneration in absence of agreement.

Substituted by:

IX. 2003.3.

Entitlement to commission on transactions concluded during agency contract.

Added by:

IX. 2003.3.

Entitlement to commission on transactions concluded after agency contract has terminated.

Added by:

IX. 2003.3.

Apportionment of commission between new and previous commercial agents.

Added by:

IX. 2003.3.

When commission due and date for payment.

Added by:

IX. 2003.3.

Extinction of right to commission.

Added by:

IX. 2003.3.

contract where he has an exclusive right to a specific geographical area or to a specific group of customers and where the transaction has been entered into with a customer in that area or group.

77B. Subject to article 77C, a commercial agent shall be entitled to commission on commercial transactions concluded after the agency contract has terminated if

(a): the transaction is mainly attributable to his efforts during the period covered by the agency contract and if the transaction was entered into within a reasonable period after that contract terminated; or
(b): in accordance with the conditions mentioned in article 77A above, the order of the third party reached the principal or the commercial agent before the agency contract terminated.

77C. (1) A commercial agent shall not be entitled to the commission referred to in article 77A if that commission is payable, by virtue of article 77B, to the previous commercial agent, unless it is equitable because of the circumstances for the commission to be shared between the commercial agents.

(2) The principal shall be liable for any sum due under subarticle (1) to the person entitled to it in accordance therewith, and any sum which the other commercial agent receives to which he is not entitled shall be refunded to the principal.

77D. (1) Commission shall become due as soon as, and to the extent that, one of the following circumstances occurs:

(a): the principal has executed the transaction; or
(b): the principal should, according to his agreement with the third party, have executed the transaction; or
(c): the third party has executed the transaction.

(2): Commission shall become due at the latest when the third party has executed his part of the transaction or should have done so if the principal had executed his part of the transaction, as he should have.
(3): The commission shall be paid not later than on the last day of the month following the quarter in which it became due, and, for the purposes of this sub-title, unless otherwise agreed between the parties, the first quarter period shall run from the date the agency contract takes effect, and subsequent periods shall run from that date in the third month thereafter.
(4): Any agreement to derogate from subarticles (2) and (3) to the detriment of the commercial agent shall be void.

77E. (1) The right to commission can be extinguished only if and to the extent that it is established that the contract between the third party and the principal will not be executed for a reason not attributable to the fault of the principal.

(2) Any commission which the commercial agent has already received shall be refunded if the right to it is extinguished.

(2): A commercial agent shall be entitled to demand that he be provided with all the information (and in particular an extract from the books) which is available to his principal and which he requires in order to check the amount of the commission due to him.
(3): Any agreement to derogate from subarticles (1) and (2) shall be void.
(4): Nothing in this article shall remove or restrict the effect of, derogate from the provisions of any enactment or rule of law which grants to an agent the right to inspect the books of a principal.

78. (1) The commercial agent and principal shall each be entitled to receive from the other, on request, a signed written document setting out the terms of the agency contract including any terms subsequently agreed.

(2) Any purported waiver of the right referred to in paragraph

(1) above shall be void.

78A. An agency contract for a fixed period which continues to be performed by both parties after that period has expired shall be deemed to be converted into an agency contract for an indefinite period.

78B. (1) Where an agency contract is concluded for an indefinite period either party may terminate it by notice.

(2) The period of notice shall be

(a): one month for in first year of the contract;
(b): two months after the commencement of the second year but before the commencement of the third year;
(c): three months after the commencement of the third year;

and the parties may not agree on any shorter periods of notice.

(3): The parties may agree on longer periods than those laid down in subarticle (2), provided that the period of notice to be given by the principal may not be shorter than that to be given by the commercial agent.
(4): Unless otherwise agreed by the parties, the end of the period of notice must coincide with the end of a calendar month.

(5) The provisions of this article shall also apply to an agency

Periodic supply ofinformation as to commission due and right ofinspection ofprincipal’s books.

Added by:

IX. 2003.3.

Right to signedwritten statement of terms of agency contract.

Substituted by:

IX. 2003.3.

Conversion of agency contractafter expiry offixed period.

Added by:

IX. 2003.3.

Minimum periods of notice for termination of agency contract.

Added by:

IX. 2003.3.

Savings with regard to immediate termination.

Added by:

IX. 2003.3.

Entitlement of commercial agent to indemnity or compensation ontermination of agency contract.

Added by:

IX. 2003.3.

contract for a fixed period which in virtue of article 78A is converted into an agency contract for an indefinite period and for the purposes of calculating the period of notice the term of the fixed period contract shall be deemed to be part of the agency contract for an indefinite period.

78C. This sub-title shall not affect the application of any enactment or rule of law which provides for the immediate termination of the agency contract

(a): because of the failure of one party to carry out all or part of his obligations under that contract; or

78D. (1) Subject to subarticle (7) and to article 78E, the commercial agent shall be entitled to an indemnity if and to the extent that

(a): he has brought the principal new customers or has significantly increased the volume of business with existing customers and the principal continues to derive substantial benefits from the business with such customers; and
(b): the payment of this indemnity is equitable having regard to all the circumstances and, in particular, the commission lost by the commercial agent on the business transacted with such customers.

(2): The amount of the indemnity shall not exceed a figure equivalent to indemnity for one year calculated from the commercial agent’s average annual remuneration over the preceding five years and if the contract goes back less than five years the indemnity shall be calculated on the average for the period in question.
(3): The grant of an indemnity as mentioned above shall not prevent the commercial agent from seeking damages.
(4): Subject to subarticle (7) and to article 78E, the commercial agent shall be entitled to compensation for damage he suffers as a result of the termination of his relations with his principal.
(6): Entitlement to the indemnity or compensation for damage

as provided for under subarticles (1) to (5) shall also arise where the agency contract is terminated as a result of the death of the commercial agent.

(7) The commercial agent shall lose his entitlement to the indemnity or compensation for damage in accordance with the provisions of the foregoing subarticles if within one year following termination of his agency contract he does not make a claim to his principal therefor.

78E. The indemnity or compensation referred to in article 78D shall not be payable to the commercial agent where

(a): the principal has terminated the agency contract because of default attributable to the commercial agent which would justify immediate termination of the agency contract in accordance with article 78C; or
(c): the commercial agent, with the agreement of his principal, assigns his rights and duties under the agency contract to another person.

78F. The parties may before the expiration of the agency contract, not derogate from articles 78D and 78E to the detriment of the commercial agent.

78G. (1) A restraint of trade clause shall be valid only if and to the extent that

(a): it is concluded in writing; and
(b): it relates to the geographical area or the group of customers and the geographical area entrusted to the commercial agent and to the kind of goods covered by his agency under the contract.

(2): A restraint of trade clause shall be valid for not more than two years after termination of the agency contract.
(3): Nothing in this article shall affect any enactment or rule of law which imposes other restrictions on the validity or enforceability of restraint of trade clauses or which enables a court to reduce the obligations on the parties resulting from such clauses.

Grounds for excluding payment of indemnity orcompensation under article 78D.

Added by:

IX. 2003.3.

Prohibition on derogation fromarticles 78D and 78E.

Added by:

IX. 2003.3.

Restraint of trade clauses.

Added by:

IX. 2003.3.

78H. Nothing in this sub-title shall require information to be Disclosure of information.

given where such disclosure would be contrary to public policy.

Added by:

IX. 2003.3.

Service of notice, etc.

Added by:

IX. 2003.3.

Contracts entered into before coming into force of this subtitle.

Added by:

IX. 2003.3.

Requirements for becoming a public broker.

Amended by:

XXIV. 1995.362;

XIII. 2008.2, 3. Substituted by:

XXIII. 2009.19.

Forfeiture of office of broker.

Substituted by:

XXIII. 2009.19.

Cap. 9.

78I. (1) Any notice, statement or other document to be given or supplied to a commercial agent or to be given or supplied to the principal under this sub-title may be so given or supplied:

(b): by leaving it at his proper address addressed to him by name;
(c): by sending it by post to him addressed either to his registered address or to the address of his registered or principal office; or by any other means provided for in the agency contract.

(2) Any such notice, statement or document may

(a): in the case of a body corporate, be given or served on the secretary or clerk of that body;
(b): in the case of a partnership, be given to or served on any partner or on any person having the control or management of the partnership business.

78J. The provisions of this subtitle shall also apply to agency contracts concluded before the date of coming into force of this sub-title:

Provided that noting therein shall effect any right or liability accrued before such date.

Sub-title V

OF BROKERS

79. (1) Any person desiring to act as a public broker shall notify the Council of the Chamber of Commerce, Enterprise and Industry, as the authority regulating this activity, requesting registration, within thirty days of starting such an activity.

(2): In order to be registered as a public broker with the regulatory authority, an applicant shall inform the authority in writing in such form as the regulatory authority shall prescribe, containing the full name and surname, age, private and business addresses of the applicant and such other particulars concerning his business or occupation as the regulatory authority shall require.
(3): Brokers complying with all the aforesaid formalities shall be registered in a register administered by the regulatory authority. Notice of any registration under this article shall be published in the Gazette. In the month of January of each year, a complete list of registrations then in force shall likewise be published in the Gazette.

80. If a public broker is convicted of any of the crimes provided for in Sub-titles I, II and III of Title IX of Part II of Book First of the Criminal Code, he shall, ipso facto, forfeit his office, and his name shall be struck off the register.

Whosoever, without complying with the formalities prescribed in article 79 or after forfeiting his office of public broker, performs an act of brokerage, shall, on conviction by the Court of Magistrates, be liable to the punishments established for contraventions.

(1) Public brokers shall keep a memorandum or daybook and a book of brokerages.
(2) The provisions of article 21 shall apply to such books.

Every public broker, on the conclusion of every transaction, shall forthwith note it down in his memorandum or day-book, and shall, day by day, enter every transaction in his book of brokerages. He shall state in both such books, the date, the name of the contracting parties, the nature of the transaction and, generally, every stipulation and condition agreed upon by the parties, and, in the case of merchandise, he shall particularly state the quality, the quantity, the price and the marks, if any, and the mode of payment.
The public broker shall, if so required by any of the contracting parties, deliver a true copy signed by him, of the entry made in the book of brokerages.
Public brokers shall, if so ordered by the court, produce their books for the purpose of collating any copies delivered by them to the parties, and shall give to the court, if necessary on oath, all such explanations as may be required.
(1) Every public broker shall have the custody of his books and shall keep them in good order.

(2): In the event of the death or interdiction of a public broker, his books shall be deposited in the Civil Court, First Hall, by his heirs or by any other person in whose possession they may be or by himself, as the case may be, within fifteen days from the death or interdiction.
(3): In default of such deposit, the registrar may take action for the deposit of the books and may, where necessary, demand for such purpose the issue of any requisite warrant against any person whom he shall have reasonable grounds to believe to be in possession of such books.

The provisions contained in articles 79, 80 and 81 shall not apply to brokers employed in the selling or letting of immovables, and the provisions contained in articles 79 to 86 shall not apply to brokers employed in the selling of agricultural produce.
No public broker shall transact any commercial business for his own account, or have any interest therein, either directly or indirectly, in his own name or through the medium of a third party, whether alone or in partnership with others; nor shall any public broker lend his name for any transaction whatsoever to any person not authorized to exercise the office of a public broker:

Provided that two or more public brokers may form a partnership

Punishment for unlawful exercise of office of broker.

Amended by:VIII.1990.3.

Books to be kept by brokers.

Duties of brokers.

Delivery of copies of entries.

Production of books.

Custody of books.

Amended by:XXIV.1995.362.

Exceptions.

Amended by:

XXXVII. 1939.11.

Broker cannot transact business for his own account, etc.

between them for the purpose of brokerage only.

Broker is not agent of parties.

Non-disclosure of name of party by broker.

Penalty for contraventions committed bypublic brokers.

Amended by:

L.N. 46 of 1965;

LVIII. 1974.68; XIII.1983.5; VIII.1990.3; XXIV.1995.362;

L.N. 407 of 2007. Substituted by:

XXIII. 2009.20.

Payment ofbroker’s fees.

Rights of broker.

Apportionment of brokerage fee.

Non-applicability of ss.79-94 to brokers authorised under previous law.

A public broker is not the agent of the parties in concluding any transaction; and if in concluding any transaction he acts as agent of one of the parties, he shall not be entitled to the commission as broker.
(1) A public broker who does not disclose to one contracting party the name of the other contracting party shall be personally liable for the performance of the contract, and shall be subrogated to the rights of the contracting party who has been paid by him, as against the undisclosed contracting party.

(2) If the public broker discloses the name even after concluding the business, the one party may directly sue the other party, saving the public broker’s liability in case of nonperformance.

91. (1) A public broker who acts in contravention of any of the obligations mentioned in the foregoing articles shall, at the instance of any interested party or of the Attorney General, be liable to a penalty of not less than fifty euro (€50) and not exceeding five hundred euro (€500) on proceedings taken before the Civil Court, First Hall, or the Court of Magistrates (Gozo) in its superior commercial jurisdiction, as the case may be, saving any other action arising from this Code or any other law.

(2) The court may, moreover, order the interdiction of the public broker for a period not exceeding two years, in which case the provisions of article 81 shall, during the time of interdiction, be applicable.

Saving any agreement to the contrary, the fee for brokerage is payable by the contracting parties in equal shares.
A public broker shall in respect of the bargain which he has negotiated be entitled to the brokerage fee, even though the transaction be concluded between the parties without him, but without the services of another public broker.
Where a public broker has commenced a transaction which is afterwards concluded by another according to the terms negotiated by the former, the brokerage fee shall be equally divided between the two brokers; but if the transaction is concluded otherwise than according to the terms negotiated by the former broker, the whole brokerage fee is payable to the second broker.
The provisions of articles 79 to 94 shall not apply to brokers duly authorized to act as such before the first day of January nineteen hundred and twenty-eight.

Sub-title VI

OF COMMISSION MERCHANTS

A commission merchant is a person who transacts business in his own name or under a firm name, for or on behalf of a principal.
A commission merchant is not bound to disclose the name of the principal for whom he acts. He is directly liable to the person with whom he deals, as if the transaction were his own.
The principal has no action against the person with whom the commission merchant has contracted nor can such person maintain an action against the principal.
The commission merchant may deviate from the instructions received from the principal if he is of opinion that the latter would have given his approval had he known of the altered conditions, and there has not been sufficient time to ask for and obtain his previous assent.
Where instructions are given for the buying or selling of stocks, bills of exchange and other current securities or of goods having an exchange or market value, the commission merchant, unless the principal otherwise directs, may himself furnish at the current price, as seller, the things he has to buy, or hold for himself at the current price, as buyer, the things he has to sell on account of the principal, saving his right to commission.
In the absence of agreement or usage to the contrary, a commission merchant shall not be answerable for the performance of the obligations assumed by the person with whom he has contracted; and if he assumes such liability he is entitled to a special commission, called a del credere commission which, in default of agreement, is fixed by the custom of the place where the authority is executed.
Every authority is deemed to include an order to conform to the usages prevailing in trade.
It shall be in the power of the commission merchant to accept or decline the agency entrusted to him by the principal:

Provided that if he does not accept it, he shall, without any delay, give notice of his refusal to the principal.

A commission merchant may relinquish the agency already accepted by him where a just cause arises inducing him to believe that the principal has not sufficient funds to meet his obligations, in which case he shall, without any delay, give him notice of his renunciation.
A commission merchant who has made advances on goods forwarded to him for sale on account of the principal has a lien or privilege for the reimbursement of such advances and for interest and expenses on the value of the goods if these are already at his disposal in any warehouse or place of deposit, or if, before their arrival, he is in a position to prove that the goods have been forwarded to him.

Definition of commission merchant.

Commission merchant not bound to disclose principal’s name.

Action by third party against principal or vice-versa.

Powers of commission merchant.

Right of commission merchant in buyingor selling stocks, etc.

Liability ofcommission merchant.

Prevailing usages.

Acceptance of agency.

Relinquishment of agency.

Lien or privilege in favour of commission merchant.

Lien or privilegeon goods bought on behalf of others.

Lien or privilegeon unaltered goods.

Priority of claim ofcommission merchant.

Lien on proceeds of goods.

When contract bycorrespondence is perfected.

Revocation of contract.

Delayed acceptance, etc.

A commission merchant who has bought goods on behalf of others has on such goods a like lien or privilege as mentioned in the last preceding article for the reimbursement of the price paid or to be paid by him, both if the goods are at his disposal in any warehouse or place of deposit, as well as if, before the goods come into the possession of the principal, he proves that he has forwarded the same to the principal.
The lien or privilege mentioned in the last preceding article shall likewise attach, where the goods, although already in the possession of the principal, have not undergone a substantial alteration and can still be identified.
A commission merchant to whom goods have been forwarded or who has bought goods on behalf of a principal has, even if such goods have been sold and delivered, a preferential claim for reimbursement on the proceeds as against the creditors of the principal, in respect of all advances made by him, and of interest and expenses.
The lien or privilege mentioned in articles 105 and 108 may be enforced on the price of the goods if such price has not been already paid or passed to account current as between the principal and the buyer.

Title V

OF COMMERCIAL OBLIGATIONS

A contract stipulated by means of correspondence, whether by letter or telegram, between parties at a distance, is not complete if the acceptance has not become known to the party making the offer within the time fixed by him or within such time as is ordinarily required for the exchange of the offer and the acceptance, according to the nature of the contract and the usages of trade generally.
(1) Until the contract is complete, both the offer and the acceptance may be revoked. If, however, the person making the offer declares that he will keep it open till a certain time, or if a time is implied by the nature of the contract, the revocation thereof before the lapse of such time will not prevent the completion of the contract.

(2) If the offer empowers, even impliedly, the other party to carry out the contract without previously communicating his acceptance, the contract is complete as soon as its execution has commenced within the customary or prescribed time.

112. A delayed acceptance or an acceptance subject to conditions, additions, restrictions or alterations shall be deemed to be and shall count as a refusal of the original offer and as a new offer.

113. (1) An offer made to the public by means of catalogues or other advertisements is not binding unless it has been expressly declared to be so; it only amounts to an invitation to offer.

(2) The exhibition of goods constitutes an offer binding the person exhibiting them if it is accompanied by an indication of the price and all other conditions of the sale.

Where the parties have agreed that the verbal agreement should be reduced to writing it is presumed that they desire to subject the validity thereof to the observance of such formality.
(1) In commercial obligations, co-debtors are, saving any stipulation to the contrary, presumed to be jointly and severally liable.

(2) The same presumption shall extend to a surety, even if not a trader, who guarantees a commercial obligation.

Where the money expressed in a contract is not legal tender in Malta and the exchange thereof is not stated, payment may be made in the money of the country according to the rate of exchange at sight at the due date and at the place fixed for the performance of the obligation, and, if there is not at such place a course of exchange, according to the rate of exchange in the nearest market, unless the clause "in cash" or an equivalent clause is contained in the contract.

In commercial contracts, the implied resolutive condition referred to in article 1068 of the Civil Code produces the dissolution of the contract ipso jure, and it shall not be lawful for the court to grant to the defendant a time for clearing the delay:
Provided that this article shall not apply to contracts of letting of immovable property or to contracts of emphyteusis or to contracts the dissolution whereof, in the event of failure by one of the parties to fulfil his engagements, is specially regulated by law.

The right competent to a debtor under article 1483 of the Civil Code, in the case of assignment of a litigious right, cannot be exercised where the litigious right so assigned arises from a commercial transaction.

Title VI

OF THE CHAMBER OF COMMERCE, ENTERPRISE AND INDUSTRY

119. (1) The Chamber of Commerce, Enterprise and Industry is a body composed of traders, brokers, master-mariners and all other persons engaged in trade, commerce or industry.

(2) It is recognized by the Government.

Offer by means of advertisements.

Where partiesagree to reduceverbal agreementto writing.

Co-debtors jointlyand severally liable.

Payment.

Implied resolutive condition.

Amended by:XXII.1976.4.

Cap. 16.

Litigious rightsarising fromcommercial transactions. Cap. 16.

Provisions of this Title substituted by Act XXX of 1927. Amended by:

XIII. 2008.2.

Chamber of Commerce, Enterprise and Industry.

Amended by:

XIII. 2008.4.

Council of the Chamber of Commerce, Enterprise andIndustry.

Amended by:XVIII.1944.2;

XIII. 2008.2, 5.

Seat of Chamber of Commerce, Enterprise andIndustry.

Amended by:

XXXIII. 1990.38;

XIII. 2008.2.

Transactions carried out in Exchange.

Form of bill of exchange.

Drawer and drawee may be the same person.

Nullity of bill ofexchange.

Discrepancybetween words and figures.

May be drawn toorder or drawer or third party.

120. (1) The said Chamber shall each year appoint, in terms of the statute approved by the said Chamber, a committee composed of members of the Chamber of Commerce, Enterprise and Industry for regulating its affairs. The persons composing the said committee shall constitute the Council of the Chamber of Commerce, Enterprise and Industry and their names shall be published in the Government Gazette.

(2) The said Council shall represent the commercial, mercantile and industrial community of Malta.

The Chamber of Commerce, Enterprise and Industry has its seat in Valletta in the building of the Chamber of Commerce, Enterprise and Industry.

122.: Repealed by: XXXIII. 1990.38.

Title VII

OF BILLS OF EXCHANGE, PROMISSORY NOTES, AND DRAFTS OR CHEQUES ON BANKERS OR CASHIERS

Sub-title I

OF BILLS OF EXCHANGE

OF THE FORM OF A BILL OF EXCHANGE

A bill of exchange must be dated, and must specify the place where it is drawn, the sum to be paid, the name of the person who is to pay, and the name of the person to whom or to whose order payment is to be made, the time and place of payment, and the value given, whether in cash, in goods, in account, or in any other manner; and must be signed by the drawer.
A bill of exchange can be drawn by a person upon himself, and can be made payable at the same place where it is drawn.
A bill of exchange signed by means of a cross or any other mark is null.
(1) Where in a bill of exchange the sum payable is expressed in words and also in figures, and there is a discrepancy between the two, the sum denoted by the words is the amount payable.

(2) Where the amount is repeatedly expressed in figures or in words, and there is a discrepancy, the smaller amount is the amount payable.

127. A bill of exchange may be drawn to the order of a third party, or to the order of the drawer himself.

128. (1) A bill of exchange may be drawn on a person, and May be drawn on a person and made

made payable at the place of residence of a third party.

payable at residence of third

(2) It may be drawn by order and for account of a third party.

party.

129. (1) A bill of exchange may be drawn in a set, each part of Bill in a set. the set containing a reference thereto by the words first, second, third, etc., in which case each part is equivalent to the whole of the parts, and the whole of the parts constitutes one bill.

(2) In the absence of such reference, each part shall be deemed to be a separate bill.

OF THE DUTIES OF THE DRAWER

130. The drawer must deliver to the payee, if the latter so Several parts may be required.

requires, before the bill becomes due, more than one part of the bill.

131. (1) The drawer, or, where a bill is drawn for account of Supply of funds to meet bill.

another party, the party for whose account the bill has been drawn, engages that at the time when the bill becomes due there shall be on his account in the hands of the drawee a supply of funds sufficient for the payment of the bill, even if such bill is payable at the place of residence of a third party.

(2) Nevertheless, the drawer for account of another person remains personally liable towards the payee, the endorsers, and the holder of the bill.

132. The drawee shall be deemed to have been put in funds if, When drawee is deemed to have

at the time the bill becomes due, he owes a debt to the drawer, or to

been put in funds.

the party for whose account the bill was drawn, in an amount not less than that specified in the bill.

133. (1) An acceptance implies the supply of funds, and Acceptanceimplies supply of

constitutes a proof thereof as regards the holders and the endorsers.

funds.

(2) The drawer alone, whether the bill be accepted or not, is bound to prove, in case of dispute, that the persons on whom the bill was drawn were provided with the necessary funds for the payment of the bill at maturity; otherwise he is bound to warrant the bill, even though the protest is made after the lapse of the prescribed times.

134. (1) The holder of a bill which has been protested shall, in Protested bills. no case, be entitled to the funds supplied by the drawer or by the person for whose account the bill was drawn.

(2): If the bill has not been accepted, the funds supplied shall, in case of bankruptcy of the party supplying them, revert to his estate.
(3): If the bill has been accepted, the funds supplied shall remain with the acceptor, subject to his obligation of paying the holder of the bill.

When drawer prohibits transferof bill.

Transfer by endorsement.

To whom a bill may be endorsed.

Where endorsement is made.

Endorsement may be special or in blank.

Liability of endorser.

Qualified endorsement.

Endorser prohibiting transfer not liable to succeeding endorsees.

Effect of restrictive endorsement.

Where endorsement is made after lapse oftime for protest for non-payment or non-acceptance.

135. When the drawer has prohibited the transfer of a bill by an express declaration on the bill itself, and this notwithstanding a transfer is made, the endorsee acquires no rights other than those of the payee.

OF ENDORSEMENT

The holder of a bill can transfer the property in it by endorsement.
A bill of exchange may be endorsed to the drawee, to the acceptor, to a prior endorser, or even back to the drawer, and may be further endorsed by each and all of them.
The endorsement is made on the back of the bill, or on a slip of paper called an allonge which, when necessary, is attached to the bill itself.
An endorsement may be made by specifying the name of the person to whom, or to whose order the bill is to be payable, the date of the endorsement, and other particulars; it may also be made in blank by the mere signature of the endorser.
(1) The endorser is liable to every succeeding holder for the acceptance and payment of the bill.

(2) Nevertheless, where the endorsement is qualified by the words "without recourse" or by some other form of words implying a like qualification, the endorser who has so qualified the endorsement is exempted from all liability on his endorsement.

Where an endorser has in his endorsement expressly prohibited any further transfer of the bill, the parties to whom such bill is subsequently endorsed have no right of recourse against such endorser.
Where the endorsement is made with the order "for collection" or any other expression implying an order by the endorser, such endorsement does not pass the property in the bill, but merely transmits to the endorsee the order therein contained, and in such case the endorsee can only transmit to other parties the same order by a similar endorsement.
(1) Where the endorsement is made after the expiration of the time within which the protest for non-payment is to be made, the endorsee acquires, as against the drawee, all the rights arising from the acceptance already made, and the rights of recourse against such parties as shall have endorsed the bill after the lapse of the said time.

(2) The provisions of this article shall also apply where the endorsement is made after the expiration of the time within which the protest for non-acceptance is to be made.

Where the endorsement is made after the bill has been protested for non-payment, such endorsement shall not vest in the endorsee any rights other than those competent to his endorser against the drawee, if the drawee has accepted the bill, and against such endorsers as may be still liable on the bill.
In the cases referred to in the last two preceding articles, the endorsee maintains unimpaired his rights against the drawer, and against the person for whose account the bill was drawn.
Where the endorser has in his endorsement specified the time for the presentment of the bill to the drawee, the liability created by the endorsement ceases, if the bill is not presented for acceptance within the time so specified.
The mere possession of a bill of exchange not endorsed to the holder entitles the holder to present such bill for acceptance, and to protest it for non-acceptance.

OF ACCEPTANCE

The acceptance of a bill of exchange must be made on the bill itself by the signature of the acceptor, with or without the words "I accept" or "accepted".
The acceptance must be dated, if the bill is payable at a certain period after sight or at usance. The omission of the date of acceptance renders the bill payable at the time specified in the bill, such time to run from the date of such bill.
(1) An acceptance cannot be conditional, but it may be partial as to the amount to be paid.

(2) A conditional acceptance shall be deemed to be a refusal to accept.

151. (1) A bill of exchange shall be accepted on presentment, or at the latest within twenty-four hours after presentment.

(2) Where, after the expiration of the said time, the bill is not re-delivered, accepted or unaccepted, the party who retained the bill shall be liable in damages and interest to the holder.

152. (1) The acceptor of a bill by accepting it engages that he will pay the amount thereof, and cannot be relieved from such engagement, even though the drawer, or the party for whose account the bill was accepted, may, without his knowledge, have become bankrupt previously to the acceptance of the bill.

(2) Nevertheless, when the acceptor has not been put in funds, he may resort to the drawer or to the party for whose account the bill was accepted; in any such case the acceptance raises only a rebuttable presumption against the acceptor, who shall have the

Rights of endorsee where endorsement is made after protest for nonpayment.

Rights of endorsee against drawer.

Where endorser specifies time for presentment of bill.

Rights of holderwhere bill is not endorsed to him.

Form of acceptance.

When acceptance is to be dated.

Acceptance cannotbe conditional, but may be partial.

When bill is to be accepted.

Obligations of acceptor.

Protest for nonacceptance.

Duty of drawer and endorsers upon notification of protest for nonacceptance.

Where acceptor’s condition changes after acceptance of bill.

Obligation of surety.

Promise to accept bill.

Acceptance for honour or byintervention.

Order of preference where several personsoffer to accept forhonour.

right to prove the contrary.

153. (1) A refusal to accept shall be proved by means of a protest termed protest for non-acceptance.

(2) Where the bill is not accepted for the whole amount for which it is drawn, a protest for non-acceptance of the balance shall be made.

Upon notification of the protest mentioned in the last preceding article, the endorsers and the drawer are respectively bound to give sufficient security for the payment at maturity of the amount of the bill or of the amount for which it was not accepted, or to pay the bill together with the expenses of protest and of reexchange.
Where, after the acceptance of the bill, it is proved that the acceptor’s condition, with regard to his commercial affairs, has so changed as to give rise to a reasonable fear that the bill will not be paid at maturity, it shall be lawful to demand against the drawer, the endorsers, and even against the acceptor himself, the same security as that mentioned in the last preceding article.
A person who stands surety for one only of the parties bound to give security, shall be jointly and severally liable only with the party for whom he stands surety.
A promise to accept a bill of exchange does not amount to an acceptance, but the promisee may maintain an action for damages and interest against the promisor if the latter refuses to perform the promise.

OF ACCEPTANCE FOR HONOUR OR BY INTERVENTION

158. (1) Where a bill of exchange is protested for nonacceptance, any person, not being a party already liable thereon, may intervene and accept the bill for the honour of the drawer, or of one of the endorsers, with or without an order to that effect from such drawer or endorser.

(2) The drawee himself may, after the protest for nonacceptance, intervene as stranger as aforesaid.

159. Where several persons offer to accept for honour, the following shall have the preferences:

(a): those who intervene for the drawer or for the party for whose account the bill is drawn;
(b): those who intervene for the endorsers according to the order of the endorsements.

Option of holder. 160. Where several persons offer to accept by intervention for one and the same party, the holder of the bill may choose any one of them.

Nevertheless, the party instructed to intervene by the person for whom he offers to accept shall, in all cases, have the preference over those who offer to accept for the same person, without such instructions.
The holder of a bill of exchange may, as any other person, accept by intervention, and he may, in like circumstances, give the preference to himself.
An acceptance for honour must be written on the bill and be signed by the acceptor for honour, and mention thereof shall be made in the act of protest or in a subsequent act forming an extension thereof or appended thereto.
The acceptor for honour shall cause the protest for nonacceptance to be delivered to him, and shall, without delay, give notice of his intervention to the party for whose honour he has intervened, and communicate to such party the said protest: in default, he shall be liable in damages and interest.
Where the acceptor for honour does not state for whose honour he intervenes, the acceptance shall be deemed to be made for the honour of the drawer, or of the party for whose account the bill is drawn, if the name of such party appears on the bill.
(1) Notwithstanding any acceptance for honour, the holder of a bill maintains unimpaired all such rights as are competent to him against the drawer and the endorsers for want of acceptance by the drawee.

(2) Nevertheless, where a reference in case of need has been inserted in the bill by the drawer himself, and the bill is accepted by the referee in case of need, the security mentioned in article 154 shall not be competent.

167. (1) A bill accepted for honour must be presented to the original drawee for payment at the time it falls due, and be protested against him in case of non-payment.

(2) In default of such protest, the acceptor for honour shall not be bound to pay the bill, and if he pays the bill notwithstanding such default, he shall lose his right of recourse against such parties as may have had an interest that the bill be protested against the drawee.

OF JOINT AND SEVERAL LIABILITY

168. All parties who have signed, accepted, or endorsed a bill, are jointly and severally liable for warranty to the holder.

Preference to be given to party instructed to intervene.

Holder of bill mayaccept for honour.

Acceptance forhonour how made.

Duties of acceptor for honour.

Where acceptor for honour does not state for whom he intervenes.

Rights of holder in case of acceptance for honour.

Bill accepted for honour to be presented for payment to original drawee.

Parties to a bill jointly andseverally liable.

OF SURETY PAR AVAL

Aval. 169. Independently of the acceptance and endorsement, the payment of a bill of exchange can be guaranteed by an aval, which is an obligation of a third party.

How aval is given. 170. Aval can be given on the bill itself, or by a separate act, or even by letter.

Liability of party 171. The party giving the aval is liable jointly and severally, giving aval.

and in the same manner as the drawer and the endorsers, unless the parties have agreed otherwise.

OF MATURITY AND PAYMENT

Time of payment. 172. A bill may be expressed to be payable

(a)at sight;

(b): at a certain time or on a certain day;
(c): at a certain time after sight;
(d): at a certain time after date;
(e): at usance.

At sight. 173. A bill expressed to be payable at sight is payable on presentment.

At a certain time or 174. A bill expressed to be payable at a certain time or on a on a certain day.

certain day is payable at the time or on the day expressed therein.

Bill payable in the 175. Where a bill is expressed to be payable in the middle of a middle of the

certain month, the bill shall be deemed to become due on the

month.

fifteenth day of that month.

Bill payable at a 176. A bill expressed to be payable at a certain time after certain time after

sight, or at a certain time after date, is payable

sight, or after date.

(a): if the time is stated in days, on the last day thereof: provided that in the case of a bill expressed to be payable at a certain time after sight, the day on which the bill was presented for acceptance shall not be reckoned, and in the case of a bill expressed to be payable at a certain time after date, the day of the date of the bill shall not be reckoned;
(b): if the time is stated in weeks or months, on the day of the week or month which corresponds, in name or number, with the day on which the bill was presented for acceptance or with the day of the date of the bill:

Provided that where there is no such date in the month of payment, the bill shall be deemed to fall due on the last day of such month.

Half a month. 177. The time expressed by the words "half a month" shall be equivalent to fifteen days.

The months are reckoned according to the Gregorian calendar.
A bill expressed to be payable at usance is payable at twenty-one days from the day on which the bill was presented for acceptance.
In the absence of any of the indications mentioned in article 172, the bill shall be payable at sight.
If the day on which a bill becomes due falls on a Sunday or on a Holy day of obligation or on Good Friday or on any other public holiday, the bill shall be payable on the day next following, not being a public holiday.
A bill shall be deemed to be due from the moment the drawee is adjudged bankrupt, and in such case the holder may protest the bill as provided in article 191; but the drawer and the endorsers may, if called upon to pay the bill, postpone payment until the day on which the bill shall be due according to the terms in which it is drawn, on giving the security mentioned in article 154.
A bill of exchange must be paid in the money specified therein. Nevertheless, if the money specified in the bill is fictitious or is not legal tender in the place where payment is to be made, and the value thereof has not been stated in the bill, the payment shall be made in the money which is legal tender at the place of payment, in an amount corresponding to the value of the money specified in the bill at the time of maturity, unless the drawer, by the use of the clause "in cash" or other equivalent clause, shall have expressly required payment to be made in the money specified by him, not being fictitious money.
The payer of a bill is not bound to verify the genuineness of the endorsements.
A party paying a bill before it becomes due shall be answerable for the validity of the payment.
A party paying a bill at maturity, and without any opposition, shall be deemed to be lawfully discharged.
The holder of a bill cannot be compelled to receive payment thereof before it becomes due.
The payment of a bill on a second, third, or other part, shall be valid, provided it is specified on such second, third, or other part, that such payment annuls the effect of the other parts of the bill.
A party paying a bill on a second, third, or other part, without taking back the part which he has accepted, shall not be discharged with respect to a third party in possession of the accepted part, saving his right of recourse against the party to whom payment was unduly made.

Gregorian calendar.

Bill payable at usance.

Where no time is expressed, bill is payable at sight.

When day ofmaturity is a Sunday, etc.

Amended by:V.1904.8.

Where drawee is adjudged bankrupt.

In what money billis payable.

Payer not bound to verify genuineness of endorsements.

Anticipated payment.

Payment atmaturity without opposition operatesas valid discharge.

Holder cannot be compelled toreceive anticipated payment.

Payment of part ofa bill drawn in sets.

Where accepted part is not taken back by payer.

Where several parts are accepted.

Protest for nonpayment.

Payment of bill not endorsed to holder.

Liability of holder obtaining paymentof bill.

Payment to be made against delivery of bill.

Part-payment.

Where bill is not presented for payment. Amended by:

L.N. 148 of 1975; XXIV.1995.362.

Pleas personal to endorsers.

Pleas personal to holder.

Opposition topayment of bill.

Loss of non-accepted bill.

Where a bill is drawn in a set consisting of a first, second, third, or other part, and the drawee has accepted more than one part, he is bound to pay all the accepted parts which shall be presented to him at maturity by the different holders thereof, saving his right of recourse against the person who made use of more than one of the parts of the bill.
A refusal of payment of a bill shall be proved by means of a protest termed protest for non-payment.
A person who claims the payment of a bill which has not been endorsed to him, but who, at the same time, proves that the bill was remitted to him to receive payment thereof, may, upon giving sufficient security, demand payment of the bill, and protest it in case of non-payment.
The holder of a bill who receives payment thereof, and all prior endorsers shall be liable to the party paying the bill, as guarantors of the validity of all antecedent endorsements.
Saving the case referred to in articles 201 and 202, the party liable for the payment of the bill is not bound to effect payment thereof except against the delivery of the bill duly discharged.
(1) The holder of a bill cannot refuse to receive from the drawee part-payment thereof, even though the bill may have been accepted by the drawee himself, or by any other party, for the whole amount, but the holder must protest it for the balance.

(2) The party making such part-payment cannot, however, claim that the bill be delivered up to him, but can only demand that the amount paid be endorsed upon the bill, and that a copy of the bill with the discharge of the amount paid, be given to him.

If a bill is not presented for payment at the time it becomes due, the acceptor may, after the expiration of the time within which protest for non-payment is to be made, lodge the amount of the bill in the Civil Court, First Hall, at the expense and risk of the holder.
Pleas which are personal to the endorsers may not be set up against the holder of a bill.
(1) Pleas which are personal to the holder of a bill cannot delay the payment thereof, unless the pleas are such as can be conveniently and speedily disposed of in the pending action.

(2) Where such pleas require a prolonged enquiry, the examination thereof shall be referred to an independent action and, meanwhile, the judgment ordering the payment of the bill, with or without security, as the court shall deem fit, shall not be delayed.

No opposition to the payment of a bill shall be allowed except in case of loss of the bill or bankruptcy of the holder.
In case of loss of a non-accepted bill, the party to whom such bill belongs may demand the payment thereof upon a second, third, fourth, or other part.

Where the lost bill is an accepted bill, payment cannot be claimed upon the second, third, fourth, or other part, unless the party claiming payment duly proves his title thereto and gives sufficient security.
Where the party who has lost the bill, whether accepted or not, is unable to present a second, third, fourth, or other part thereof, he can nevertheless demand and obtain payment, if he duly proves his title thereto and gives sufficient security.
The obligation arising from the security mentioned in the last two preceding articles shall be extinguished after the lapse of three years.
In the absence of the security referred to in articles 201 and 202, it shall be lawful, on furnishing the proof of title required in those articles, to demand that the amount due on the lost bill be lodged in the Civil Court, First Hall.
In case of non-payment on a demand to that effect in accordance with the provisions of articles 201 and 202, the owner of the lost bill shall, in order to preserve all his rights, cause a deed of protest to be drawn up, and to be notified to the drawer and the endorsers, within the time and in the manner hereinafter prescribed with regard to the protest for non-payment.
The owner of a lost bill, in order to obtain the second, third, or other part thereof, shall apply to his immediate endorser, and such endorser shall be bound to give his assistance to, and allow the said owner to proceed in his name against his own endorser, and so on from one endorser to another up to the drawer of the bill.
The owner of the lost bill shall bear all the expenses resulting from the loss.
Where a party refuses to give a second, third, or other part, upon being required so to do under article 206, he shall be liable in damages and interest.

OF PAYMENT FOR HONOUR OR BY INTERVENTION

Where a bill of exchange has been protested for nonpayment, any person may intervene and pay it supra protest for the honour of the drawer or any of the endorsers.
A payment for honour shall be recorded in the act of protest or in a separate act, forming an extension thereof or appended thereto.
(1) A party paying a bill of exchange supra protest succeeds to the rights of the holder, and also to his duties with regard to the formalities to be observed.

(2) Moreover, he must give immediate notice of the payment to the party for whose honour he has intervened, under penalty of

Loss of accepted bill.

Where holder is unable to presentany part of the bill.

Extinguishment ofobligation arisingfrom security.

When deposit ofamount of lost bill may be demanded.

Amended by:

L.N. 148 of 1975; XXIV.1995.362.

Deed of protest in case of a lost bill.

Liability ofimmediate endorser to holder endorsee of lost bill.

Owner of lost bill liable for expenses.

Liability fordamages in case ofrefusal to givesecond, third, or other part.

Payment for honour.

How recorded.

Rights and dutiesof payer forhonour.

Discharge ofendorsers.

Where two or more persons offer to pay supra protest.

Preference to be given to drawee.

Rights of acceptor by intervention where bill is paid by others.

When payer for honour forfeits right of recourse.

Bill and protest tobe delivered up topayer for honour.

Holder to present bill for payment or for acceptance.

Times within which presentment is to be made.

damages and interest.

212. (1) Where payment supra protest is made for the honour of the drawer, all the endorsers shall be discharged.

(2) Where the payment is made for the honour of a particular endorser, all subsequent endorsers shall be discharged.

Where two or more persons offer to pay a bill supra protest, the rules in regard to acceptance by intervention shall apply.
Nevertheless, where the original drawee, against whom the protest for non-acceptance was made, is willing to pay the bill at the time it becomes due, he shall have preference over all the parties who offer to pay the bill by intervention.
An acceptor by intervention, who does not pay the bill because it is paid by the drawee or any other party, is entitled to recover from the payer the expenses which he has incurred, and a commission of one-third per centum.
The payer for honour, where another party, having preference over him, has offered to pay the bill, shall have no right of recourse against such endorsers as would have been discharged by the payment if made by such other party.
The payer for honour is entitled to the delivery up of the bill itself and the protest for non-payment, and he is bound to refund the expenses of the protest.

OF THE RIGHTS AND DUTIES OF THE HOLDER

The holder of a bill of exchange payable in Malta at sight, or at a certain time after sight, or at usance, is bound to present it for payment or for acceptance, within the times prescribed in the next following article, to be reckoned from the date of the bill, under penalty of forfeiting his right of recourse against the endorsers, and even against the drawer, if the latter has provided funds to meet the bill.

The times referred to in the last preceding article are-

six months, if the bill is drawn at a place in Europe, Asia Minor, Syria, Egypt, Tripoli, Tunis, Algiers or Morocco;
one year, if the bill is drawn at any other place;
one month, if the bill is drawn and made payable in Malta:

Provided that in time of maritime war, the times mentioned in paragraphs (a) and (b) shall be doubled.

Bill payable 220. The same forfeiture mentioned in article 218 shall be outside Malta.

incurred by the holder of a bill drawn in Malta, and payable, whether at sight, or at a certain time after sight, or at usance, in any of the countries mentioned in the last preceding article, if the holder shall not present it for payment or acceptance within the times stated in that article.

The holder of a bill drawn at a certain time or at a certain day, or at a certain time after date, is not bound to present the bill for acceptance, but if he elects to present it, he is bound to protest it in case of non-acceptance.
The provisions contained in articles 218, 220 and 221 shall not apply to such drawer or endorser as may have lawfully given different directions.
The holder of a bill shall present it for payment on the day it falls due.
The presentment of a bill for acceptance or payment, the protest, the request for a duplicate of the bill, as well as all other acts against a particular party with regard to a bill, shall be made at such party’s place of business or otherwise at his residence.
(1) The holder of a bill cannot demand the acceptance thereof, or the delivery of a duplicate, or the performance of any other act relating thereto, except on a day not being a public holiday.

(2) If the last day on which the performance of any of such acts was demandable falls on a Sunday, or on a Holy day of obligation, or on Good Friday, or on any other public holiday, the performance shall be demanded on the next following day, not being a public holiday.

(3) The provisions of this article shall also apply to the protest.

226. (1) The protest for non-acceptance shall be made on the day next succeeding that on which the bill was presented for acceptance.

(2) The protest for non-payment shall be made on the day next succeeding that on which the bill becomes due.

227. (1) The protest for non-acceptance, or the death or bankruptcy of the party on whom the bill is drawn, shall not excuse the holder from protesting the bill in case of non-payment.

(2) Where the acceptor becomes bankrupt before the bill falls due, the holder may protest the bill and exercise his right of recourse.

228. Where a party is named in the bill for the purpose of accepting or of paying it by intervention, and the drawee refuses to accept the bill, the holder shall, after protesting the bill against the drawee, present it for acceptance by the party named in the bill.

Certain bills need not be presented for acceptance.

Where drawer or endorsers give different directions.

Presentment for payment to bemade at maturity.

Place at which presentment, protest, etc., are to be made.

Acceptance notdemandable on Sundays, etc.

Amended by:V.1904.9.

When protest is tobe made.

Protest for nonacceptance, etc., does not excuse holder from making protest for non-payment.

Holder to demand acceptance from party named in the bill in case of refusal of drawee to accept same.

Holder to demand payment fromacceptor for honour, etc., in case of refusal of drawee to pay thebill.

Refusal of acceptor for honour, etc., to be recorded in or after protest.

Holder cannot refuse acceptance or payment forhonour.

Retour sans protêt.

Notice of nonacceptance and of non-payment.

Where address of endorser is not stated in endorsement.

When holder loses his right of recourse.

Other cases in which holder loses his right of recourse.

How right of recourse may be exercised.

Where the party on whom the bill was drawn refuses to pay it, the holder shall, after protesting the bill against him, present it for payment to the acceptor for honour, and, in case of refusal by the latter, to any other party named in the bill for the acceptance or payment thereof in case of need.
The refusal, whether to accept or to pay, by any of the parties referred to in the last two preceding articles, shall be mentioned in the act of protest against the drawee or subsequently thereto.
(1) The holder of a bill which has been protested for nonacceptance or non-payment cannot refuse the acceptance or payment offered by a party intervening for the honour of the drawer or any of the endorsers.

(2) Nevertheless, any such acceptance for honour shall not operate so as to bar the holder from demanding the security mentioned in article 154.

A request or direction contained in a bill that it shall be returned without protest (retour sans protêt), excuses the holder from the obligation of protesting the bill, but shall not excuse him from the obligation of presenting the bill in due time.
(1) The holder of a bill protested for non-acceptance or non-payment shall, without delay, give notice thereof in writing to the endorser immediately preceding him.

Мальта

MT020

Commercial Code (Chapter 13)

CHAPTER 13

COMMERCIAL CODE

74	CAP. 13.]		COMMERCIAL CODE
		(f)	the maintenance of the seamen during the carrying out of the repairs of the damage voluntarily sustained for the common safety;
		(g)	the expenses of unloading in order to lighten the vessel, and of putting into any port or other place, when the vessel is compelled to do so by stress of weather, pursuit of enemies or pirates, or any other cause for the safety of the vessel and the cargo;
		(h)	any damage caused to the vessel or to the cargo, or to both, if the vessel is voluntarily run ashore to avoid her capture or loss, or to save the vessel or the cargo from any other imminent peril; the expenses and wages for getting the vessel afloat; and the salvage payable for extraordinary services to avoid loss or capture in the aforesaid cases;
		(i)	generally, any damage voluntarily sustained in cases of danger, and all expenses incurred, for the common benefit and preservation of the vessel and of the goods, from the time of loading and sailing, up to the time of the return and discharge.