Corporate Entities Available under Maltese Law

1.    Limited Liability Company – the name must end with “private limited company” or the word “limited” or its abbreviation “ltd”. A private company is a company that must, by its memorandum or articles:

  • restrict the right to transfer its shares;
  • limit the number of members to fifty; and
  • prohibit any invitation to the public to subscribe for any shares or debentures of the company.

2.    Public Limited Company – a Public Limited Company may offer its shares or debentures to the public but it may not issue any form of application for its shares or debentures unless the Company is registered and the issue is accompanied by a prospectus. A Public Limited Company must:

  • Have the name of the company ending with ’public limited company’ or abbreviated to ‘p.l.c.’;
  • Have an Authorised Share Capital of at least €46,600 of which at least 25% must be paid up;
  • Must have at least 2 directors;
  • Must have at least 2 shareholders

3.    Investment Company with Variable Share Capital or SICAV – commonly referred to as “open-ended” schemes.  The Companies Act requires that the objects of a SICAV are restricted solely to the collective investment of its funds in securities and in other movable and immovable property, or in any of them”. In this case, the name must end with “investment company with variable share capital” or by “SICAV” followed by  the ending for LTDs or PLCs;

4.    Investment company with fixed share capital – INVCO – commonly referred to as ‘closed-ended’ schemes  which may only be a public company. The provisions of the Companies Act require that the objects of an INVCO are restricted solely to the investment of its funds “mainly in securities”. In this case, the name must end with “investment company with fixed share capital” or “investment company” or with “INVCO” followed by the ending for PLCs;

5.    Partnership en nom collectif –  The principal characteristic of the partnership ‘en nom collectif’ is the unlimited and joint and several liability of all the partners for all the obligations of the partnership with all their property, present and future, and not merely up to the amount of their contribution to the partnership. The partnership may be formed by two (2) or more partners and operates under a partnership name. There is no need for the word ‘partnership’ to feature in the name while the registration number is designated with a P (instead of the standard C for companies). Partners must draw up the Deed of Partnership which must state the:

  • name and residence of each of the partners;
  • partnership’s name;
  • registered office of the partnership in Malta;
  • objects of the partnership, i.e. whether the objects are trade in general or a particular branch of trade, and in the latter case, the nature of the trade;
  • the contribution of each of the partners, specifying the value of the respective contribution of every partner; and
  • period, if any, fixed for the duration of the partnership.

6.    Limited partnership or partnership en commandite (regulated by Art 66A of Companies Act  and normally used for funds)– The partnership’s obligations are guaranteed by the unlimited and joint and several liability of one or more partners, called the general partners, and by the liability limited to the amount, if any, unpaid on the contribution of one or more partners, called the limited partners. There has to be at least one general partner and one limited partner. A person, including a limited partner, who holds himself out as being a general partner shall be held liable unlimitedly and jointly and severally with the general partners for all the obligations contracted by the partnership. In this form of partnership, the Deed of Partnership, in addition to the particulars prescribed for that of the partnership ‘en nom collectif’, must specify which of the partners are general partners and which of them are limited partners, and in default the partnership shall resolve itself into a partnership ‘en nom collectif’. The name needs to end with “Limited Partnership” or its abbreviation “LP” while the registration number is designated with a P Comm (instead of the standard C for companies)

7.    Protected Cell Company or its abbreviation ‘PCC’ – The Companies Act (Cell Companies Carrying on Business of Insurance) Regulations (PCC Regulations) provide that insurance companies (including captives and reinsurers), insurance brokers and insurance managers licensed by the Malta Financial Services Authority (MFSA) may be either constituted or converted into a cell company provided it has sought and obtained written approval of the MFSA. The key benefit of the PCC is that a promoter may write insurance business through a cell without having to comply with the own funds requirements by effectively utilising the cell company’s core capital as its own. In this case, the name must contain the words “Protected Cell Company” or “PCC”.

8.   Societe Generale however no subsidiary legislation (regulations) has been passed in Malta, and therefore the MFSA are directly looking at the EU Council Regulation 2157/2001 of 8 October 2001 on the Statute for a European Company as directly applicable as part of domestic law automatically. So far in Malta, we’ve only have 5 SE companies, registered under the same register as the normal companies however instead of a ‘C’ number, they are given an ‘SE’ number. An SE acquires legal personality on the date of its registration. If its registered office is in Malta, then its home state would be deemed to be Malta and therefore regulated by the laws of Malta. It is important to note that it should be treated as if it were a public limited company formed in accordance with the law of Malta. Upon registration the company adds “SE” at the end of its chosen name.

9.   European Economic Interest Grouping or its abbreviation ‘EEIG’ – is a cross between a company and a partnership. It is intended to provide a flexible mechanism for trans-border cooperation principally between medium sized enterprises. It enjoys separate legal personality but is not itself subject to tax independently of the members that compose it. An EEIG can be formed by companies (from at least two Member States), firms and other legal entities governed by public or private law which have been formed in accordance with the law of a Member State and which have their registered office in the European Union (EU). It can also be formed by individuals carrying on an industrial, commercial, craft or agricultural activity or providing professional or other services in the EU. The name of the grouping needs to be preceded or followed by the words “European Economic Interest Grouping” or by the letters “EEIG”.