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[ESTABLISHING A BUSINESS ENTITY IN MALTA]
SICAV
Form of company with a variable share capital equal to the net asset value of the company, and no nominal value assigned to the shares;
Internal management carried out similarly to public or private companies, depending on whether the entity is a private investment company (SICAV Ltd) or a public investment company (SICAV p.l.c.); Number of Directors and the criteria which they must fulfil varies, depending on the purpose for which the SICAV is being set up (e.g., an Alternative Investment Fund, a Professional Investor Fund, or an Undertaking for the Collective Investment in Transferable Securities (UCITS), and the category of investment licence which the SICAV obtains under the Investment Services Act; Directors must pass a ‘fit and proper’ test and be approved by the MFSA. The Registry of Companies must be notified of changes in relation to the officers of the company; Annual reports must be filed, and accounts and directors' report must comply with both the Companies Act and the Investment Services Act. Trustee must act with prudence, diligence and utmost good faith and to administer the property as if it were his own; Delegation of tasks by trustee is not allowed except in certain instances e.g., role of investment manager; Other powers may also be allowed to trustee e.g., power to vary terms of the trust deed; Trustee can resign or be removed by the Court. Once this occurs, ownership is transferred to the successor trustee.
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For
collective
investment
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retirement scheme use;
May be registered as a private (SICAV Ltd.) or a public (SICAV p.l.c.) company; Several different structuring options: - Multi-fund/ ‘umbrella’ company where different classes or groups of shares comprise sub-funds with distinct investment objectives and policies; - Possibility for each sub-fund to have a separate patrimony, thus allowing for the ring-fencing of assets & liabilities of each sub-fund; - Recognised Incorporated Cell Companies (RICC), where each Incorporated Cell (IC) is established as a separate collective investment scheme, with its own licence and separate legal & juridical personality. The RICC would provide standardised administrative services to its ICs in a ‘platform’ setup. A fiduciary relationship between the trustee and the beneficiaries; trust creates a Property is transferred to trustee who has all the rights of a person having absolute title to property; However, the rights of ownership of the trustee are limited by the duties they owe to the beneficiaries; Malta is a signatory to the Hague Convention on the law applicable to trusts and therefore recognises trusts which are not Maltese trusts; between property held trustee and other property of the settlor; Separate patrimony
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Trust
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ILN Corporate Group – Establishing a Business Entity Series
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