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[ESTABLISHING A BUSINESS ENTITY IN MALTA]
1. Types of Business Entities, Characteristics and Management
NAME OF ENTITY
SET-UP REQUIRMENTS, CAPITALISATION AND CHARACTERISTICS
MANAGEMENT
Limited Liability Company
Capital is divided into shares which are held by its shareholders. The shareholders’ liability is limited to the amount unpaid on the shares they hold; Name must end with ‘limited’ or ‘ltd’; Minimum share capital of €1,164.69, of which at least 20% of the value must be paid up; At least one shareholder, but not more than 50 shareholders; Shares and debentures cannot be offered to the public; Right to transfer shares is restricted. Shares can be sold to the public, with no share transfer restrictions; The company’s name must end with ‘public limited company’ or ‘p.l.c’; Minimum share capital of €46, 587.47, of which at least 25% of the value must be paid up; Proposal of shares to the public: shares must first be offered on a pre- emptive basis to its existing members in proportion to the share capital held by them. Partners: two or more legal or natural persons; Deed of partnership is entered into by a private writing, or a public deed registered with the Malta Business Registry; Each partner is liable for the obligations and debts of the partnership with all their present and future property. The liability of the partners between themselves is divided proportionately. The partners can be both individuals and body corporates.
Minimum of one director;
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Decisions are taken by Board Resolutions or Shareholders’ Resolutions – ordinary or extraordinary. These may be taken by round robin; Annual General Meetings are used to present accounts and reports, declare dividends and appoint directors. All other business is carried out during Extraordinary General Meetings. Minimum of two directors to satisfy the four-eye principle for more accountability and transparency; Decisions of the shareholders are taken through resolution – higher majorities required than those for a private company; Directors of a public company must consent to act as such, either by signing the memorandum of association or by delivering their consent in writing to the Registrar of Companies. Each partner is a managing partner, unless the deed of partnership establishes otherwise; Each can administer, represent and bind the partnership; Each partner is entitled to vote at meetings, have a share of the partnership’s profits and control and administer the partnership’s affairs.
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Public Liability Company (PLC)
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Partnership en nom collectif
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ILN Corporate Group – Establishing a Business Entity Series
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