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[ESTABLISHING A BUSINESS ENTITY IN MALTA]
corporates.
Partnership en commandite The ‘Limited Partnership’
• General partners have unlimited and joint and several liability towards the obligations of the partnership, while the limited partners are only liable up to the amount unpaid on their contribution. • Obligations of the partnership are guaranteed by the unpaid contribution of the limited partners. • Deed of partnership to specify which are limited partners and which are general- in default partnership will be assumed to be a partnership en nom collectif . • For 2 to 20 persons wishing to develop their economic activity; • entity has separate legal personality; • Profit making cannot be an aim of the EEIG, although this can be made in the process of carrying out its activities; • The EEIG is formed in line with the law of an EU member state. They must have their registered office in the EU; • The public cannot be invited to invest in it, and it cannot employ more than 500 people. • Public investment company (INVCO p.l.c.) having a fixed share capital, with the object of investing in funds to spread investment risk and give its members the benefit of the results of the management of its funds; • INVCO must have a limit on its authorized share- capital and each share must have a nominal share value; • Some restrictions: an INVCO can only have up to 15% of its investments as holdings in other
• The general partners are responsible for the administration and management of the partnership. • The partners decide as to which of them will administer the partnership and who has the power to dismiss such partner from office; • A limited partner cannot perform any acts of administration nor transact business on behalf of the partnership, unless empowered through a power of attorney to carry out specific acts. • Must have at least two organs: the members acting collectively and the managers; • The managers represent and bind the entity in its dealings with third parties; • Members each have one vote although members can hold more than one vote. However, one member cannot hold the majority of the voting rights. • Internal management carried out similarly to public limited companies; • Directors must pass a ‘fit and proper’ test and be approved by the MFSA; • Annual reports must be filed, and accounts and directors' report must comply with both the Companies Act and the Investment Services Act.
European Economic Interest Grouping (EEIG)
INVCO
ILN Corporate Group – Establishing a Business Entity Series
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