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Article 4(3) of the Maltese Companies Act provides that a company may be formed for any lawful purpose and Article 68 lays down that a company requires at least two shareholders. An exception to this however, is the single member company.
TYPES OF PARTNERSHIPS
Private Limited Company
The following are the basic requirements for a private limited company:
- Capital which is divided into shares held by its members
- Members’ liability limited to the amount, if any, unpaid on the shares respectively held by each of them
- At least one director
- An authorised share capital of at least Lm500, of which at least 20% must be paid up
- The number of members is limited to 50
- There are restrictions on share transfers
- It is not possible to invite the public to buy shares
- The name of the company must end with ‘limited’ or its abbreviation ‘ltd.’
Single member
Article 212 regulates single-member company: despite the general rule that there must be at least two members in a company, it is possible to have a single-member company where the objects of such a company specify which activity of the company shall be its main trading activity and the business of the company shall consist principally of that activity.
A company may have a single member upon registration or it may become a single member company through the acquisition of all its shares by one person, provided that such a company complies with the requirement of specifying the main trading activity and having the business of the company consist principally in that activity.
When a company becomes a single member company through the acquisition of all its shares by one person, the company must, within fourteen days, deliver to the Registrar for registration a notice:
- Specifying the fact that it has become a single member company and stating the name and residence of that single member; and
- Confirming compliance with the rule of specifying the main trading activity and conducting business consisting principally in that activity.
The single member exercises the powers of the general meeting of the company and the decisions taken by him in this capacity are recorded as minutes of the general meeting and the provisions of the Companies Act regulating general meetings shall be construed accordingly.
The Companies Act obliges the single member to record in writing all agreements between him and the company as represented by him in a minute book kept by the company specifically for the purpose.
When a company ceases to be a single member company, it is to, within fourteen days, deliver to the Registrar for registration a notice specifying the fact that it is no longer a single member company and thus Article 212 relating to single member companies will cease to apply with regard to that particular company.
Public Limited Company
The following are the basic requirements for a public limited company:
- Capital which is divided into shares held by its members
- Members’ liability limited to the amount, if any, unpaid on the shares respectively held by each of them
- At least two directors
- An authorised share capital of at least Lm20,000, of which at least 25% must be paid up
- The name of the company must end with ‘public limited company’ or the abbreviation ‘p.l.c.’
Partnership en nom collectif
The following are the basic requirements for a partnership en nom collectif:
- Two or more partners
- Unlimited and joint and several liability of all the partners
- At least one member must not be a company
- Action against the individual may only be sought after the property of the partnership has been discussed
Partnership en commandite
The following are the basic requirements for a partnership en commandite:
- Unlimited and joint and several liability of at least one partner
- At least one partner with liability limited to the amount, if any, unpaid on his contribution
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