How long does it take to set up a Malta private limited liability company (“MaltaCo”)?
MaltaCo may be incorporated within 1 to 2 working days from receipt of the relevant documents (including due diligence documents) and share capital funds/fees. All corporate documentation may be prepared in English.
What are the share capital requirements for MaltaCo?
Share capital may be in EURO or the equivalent in any major convertible foreign currency.
The issued share capital of MaltaCo is to be physically deposited in the name of MaltaCo, and evidence of such provided to the Registry of Companies for incorporation.
The minimum level of authorised and issued share capital is of EUR 1,165, although we recommend that the level of authorised and issued share capital be commensurate with MaltaCo’s activities.
Are there any restrictions on the nature of MaltaCo’s activities?
There are no restrictions on the nature of MaltaCo’s activities, provided that such activities are lawful and set out in the objects of its Memorandum of Association (and subject to the issuance 4f the relevant authority or licence by the competent authority in the case of certain activities).
Can MaltaCo have different class rights?
MaltaCo can have different types or classes of shares, which may include variations in voting and dividend rights.
Are Malta resident directors required?
Malta law does not specify whether the directors of MaltaCo should be Maltese residents or otherwise. FJVA may arrange for competent persons (who may be either individual or corporate) to act on the board of directors of MaltaCo, as may be required.
Is a MaltaCo secretary required??
MaltaCo must have an individual company secretary. If requested, FJVA will arrange for the engagement of a competent person to satisfy such role.
Is a registered office in Malta required?
MaltaCo would need a registered office in Malta (a P.O. box would not suffice). FJVA will assist in providing MaltaCo with a registered office if required.
Furthermore, FJVA will also arrange for the lease of suitable office space in accordance with MaltaCo’s requirements.
Would the names of the shareholders appear in the MAA?
The names and details of the direct shareholders, directors and company secretary are public information and published on the official website of Registry of Companies.
If requested, the shares in MaltaCo may be held by FJV Fidiciary Ltd (a licensed trustee company) as mandatary in the name and on behalf of the direct shareholders of MaltaCo, in which case the names and details of such shareholders would not be available publicly.
May MaltaCo issue bearer shares?
Bearer shares are not permitted under Malta law.
Is a Malta bank account required?
MaltaCo is not required to have a local bank account. If requested, FJVA will assist in the opening of a local bank account.
What are the statutory costs payable to the Registry of Companies?
A one-time registration fee calculated in accordance with the level of MaltaCo’s authorised share capital is payable upon incorporation or upon an increase of authorised share capital (until the total authorised share capital amounts to EUR 2,250,000). The minimum registration fee is EUR 245 (based on an authorised share capital which does not exceed 1,500) and the maximum registration fee is EUR 2,250 (based on an authorised share capital which exceeds 2,250,000).
An annual return fee is also payable in accordance with the level of MaltaCo’s authorised share capital. The minimum annual return fee is EUR 100 (based on an authorised share capital which does not exceed 1,500) and the maximum registration fee is of EUR 1,400 (based on an authorised share capital which exceeds 2,250,000).
Why should I opt for redomiciliation of an existing company?
Malta law allows the continuation of companies from one jurisdiction to another. Hence a company incorporated outside Malta can redomicile to Malta and likewise a company incorporated in Malta may redomicile to any other jurisdiction that allows redomiciliation into that jurisdiction. The redomiciliation process is carried out without the need of that company winding-up its operations in the country of incorporation and without the need to set-up a new company in the jurisdiction to which it redomiciles.
Do I need a licence for my activities in Malta?
The carrying out of certain activities (such as setting up of financial institutions, insurance entities, investments services, management of funds, etc) requires the prior issue of a licence by the MFSA. We can assist in the preparation of the application and supporting documentation required to be submitted to the MFSA in order to obtain such a license.
What are the advantages of setting up Collective Investment Schemes in Malta vis à vis other jurisdictions?
Malta has formed part of the EU since 2004 and its financial regulatory framework has been approved by the EU. Malta’s financial services laws are published in English and Malta’s legal system provides great flexibility of legal structures.
Moreover, the Malta Financial Services Authority (MFSA), which is the single regulator of financial services in Malta, is perceived to be easily approachable and efficient
Besides, Malta is considered to be a cost-competitive jurisdiction for setting up and running collective investment schemes.
How does the licensing procedure work in Malta?
Anyone holding themselves out to perform an Investment Service from Malta would generally need to apply for an Investment Service Licence. Collective Investments Schemes (CIS), investment managers, investment advisors, custodians as well as prime brokers establishing operations in Malta would generally all need to apply for an appropriate investment services license under the Investment Service Act (ISA). Once licensed an entity is subject to ongoing supervisory requirements.
Which types of legal structures are typically available in relation to investment funds?
Maltese registered collective investment schemes can take a variety of legal forms, including those of Investment Companies (SICAV or INVCOs), Incorporated Cells, Contractual Funds, Unit Trusts and Limited Partnerships. The investment company with variable share capital (SICAV) is at present the most widely used vehicle and it can be structured as a multiclass fund or as an umbrella fund with segregated sub-funds.
What type of Collective Investment Scheme Licences are available to apply for?
Professional investor funds (PIF) are quite popular, especially for family office structures. Such PIFs grant the promoters and investors of the collective investment scheme the highest degree of flexibility and lowest restrictions whilst ensuring that Investor Protection remains of highest importance. Malta’s law also provides for the setting up of Alternative Investment Funds (AIF’s) and Notified Alternative Investment Funds governed by the AIFMD Directive, and Undertakings for Collective Investment in Transferable Securities (UCITS) and non UCITS retails funds.
Which have been the main developments in Malta’s Collective Investment Scheme’s landscape in recent years?
One of the biggest developments in Malta’s fund landscape was the transposition into Maltese law of the Alternative Investment Fund Managers Directive (AIFMD) in 2014. The directive, that actually governs Alternative Investment Managers, created a new European regime of Collective Investment Funds called Alternative Investment Funds (AIFs). In 2016 the MFSA introduced a fund regime spinning off from the AIFMD, namely the Notified AIF (NAIF) scheme with the introduction of regulations which rely on the AIFMs to act as gatekeepers and allow them to set up Collective Investment Schemes, with the responsibility to ensure that such AIFs abide by the AIF rules. NAIFs can, therefore, be set up in less time than normal AIFs and would require less intervention from the MFSA from a licensing point of view.
What type of Investment Management structure can be applied to CISs in Malta?
Malta-based CISs can opt for the self-managed route or, alternatively, for a third party management structure. Third party management structures would entail a licensed manager in an approved jurisdiction taking on the investment management responsibilities of the CIS. Self-managed CISs, on the other hand, are structures where the Investment Management of the company is done in-house by an investment committee and portfolio managers appointed for the purpose.
Although funds licensed in Malta are not required to appoint a local administrator, most opt to have a Maltese administrator because of the high level of their services.
What is a ‘’RICC’’?
Introduced in 2012, the Recognised Incorporated Cell Company (RICC) is a structure which provides certain administrative services to its Incorporated Cells (ICs) in exchange of a fee. Each IC must have the same registered office as the RICC and at least one director in common.
This has proved to be an interesting business model for existing fund platform provider.
Is the re-domiciliation of investment funds allowed?
Yes. Malta law provides for the re-domiciliation of corporate entities: this means that a fund established as an investment company in another jurisdiction may continue to exist in Malta under certain conditions and does not need to wind up in its original country of incorporation. Besides, unlike other countries, Malta also provides a clear exit route and allows funds to domicile out of Malta should the promoters wish to do so.
Can investment funds be listed on the Malta Stock Exchange?
Both retail and non-retail investment funds can obtain a primary or secondary listing in Malta and admission to the official list of the Malta Stock Exchange (MSE) and enjoy its central securities depositary to maintain the register of the funds.
How is the current situation in Malta for Private Equity Funds?
Private Equity Funds (PEFs) are becoming ever more popular in Malta with private equity houses coming to Malta and/or setting up Collective Investment Schemes in Malta to manage their funds investing in a variety of destinations including Europe, Africa, the MENA region and other destinations.
PEFs established in the form of Professional Investor Fund (PIFs) are able to invest in a number of different asset classes with the added benefit of being an EU-regulated fund structure.
Through the use of Special Purpose Vehicles (SPVs) promoters may avail themselves of Malta’s extensive network of double taxation treaties.
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