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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 • 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
MANAGEMENT
Limited Liability Company
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.
Public Liability Company (PLC)
Partnership en nom collectif
ILN Corporate Group – Establishing a Business Entity Series
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