Corporate Business Structures
a company secretary and at least one director who can be either a corporate entity or an individual, Maltese resident or not. In addition, a Maltese company needs to have a registered office in Malta and a minimum of two shareholders. However, exemptions to this rule apply. Due to Malta’s fully-fledged trustee regime, shares may be held by licensed trustees in a fiduciary capacity for and on behalf of the ultimate beneficial owners. In order to apply for Malta’s tax refund system and achieve the intended tax results, a company may be required to have additional substance in Malta. Branch of an Overseas Company All bodies corporate constituted or incorporated outside Malta may establish a place of business in Malta. Overseas companies establishing a place of business in Malta should, within one month of the establishment of the place of business, deliver to the Registrar a number of documents including an authentic copy of the charter of the company, a list of the officers of the company, and the names and addresses of one or more individuals resident in Malta authorised to represent the overseas company in Malta. Branches carrying out operations in or from Malta are subject to tax in the same manner as a limited liability company. Protected Cell Companies Malta’s company framework also allows for the formation of Protected Cell Companies (PCCs). Maltese law introduced regulations which allow the PCC model to be adopted by regular insurance companies, insurance brokers and insurance managers alike. A ‘Cell Company’ is a company constituted or converted into a cell company having within itself one or more ‘cells’ for the purposes of segregating and protecting the cellular assets of the company. A cell company is a single legal person. However, a ‘cell’ is in turn a class of shares within a cell company designated as a cell and created for the purpose of segregating and protecting such cellular assets pertaining to the company. A cell is not bestowed with separate legal personality. Incorporated Cell Companies Malta introduced Incorporated Cell Companies (ICCs) for the funds and insurance sector in 2011. Similar to a Protected Cell Company, an ICC operates in two parts – the company core and the cells. A cell company can create one or more cells within its company structure. However, distinct from the PCC
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