A limited liability company is one of the most popular business forms registered in Malta. This acts as a seperate entity from that of its shareholders and attracts hundreds of foreign investors, due to its attractive tax treatment. In this article, we will focus on the process and requirements when establishing a Public Limited Liability Company (PLC) in Malta.
Limited liability Companies are regulated by Chapter 386 of the Companies Act in Malta and one can choose to opt for a Private Limited Liability Company or Public Limited Liability Company.
One of the main reasons why one would seek to open a PLC in Malta is the limited responsibility of the shareholders when it comes to the obligations of the company. Furthermore, the shares or debentures of the PLC can be freely traded without any restrictions, as these can be also offered to the general public for cash or otherwise.
The shares owned by the Public Limited Liability Company can also be dematerialised and submitted to a Stock Exchange in Malta or abroad. This is usually done with the aim to generate finances and increase visibility amongst public investors. Due to this, a PLC can also be referred to as a Joint Stock Company.
Main Benefits of Registering a Public Limited Liability Company in Malta
- Accessible Capital – By issuing shares to the public, the PLC can generate capital and gain access to the capital markets in the European Union.
- Growth – Having more access to finance, allows the PLC to grow and expand faster
- Good standing – In general, a PLC’s have high standards and corporate governance. If the PLC is listed on the stock echange, the PLC’s credibility and confidence from investors increases.
- Liquidity from shares – On the contrary to a LTD, the shareholders of a PLC, have the right to sell and purchase shares. Additionally, if the shares are available on the stock exchange, they are very eaily verified
Public Limited Liability Company Formation Process & Requirements
In order to receive a certificate of registration for a public limited liability company, the investor has to provide a number of documents, information and follow a number of steps;
Register the Name of the PLC with Malta Registrar of Companies
When it comes to naming the company, the name must end with the words, Public Limited Company (PLC). The name has to be registered with the Malta Registrar of Companies in order to check availability, prior to the actual registration of the PLC.
Memorandum and Articles of Association
The Memorandum and Articles of Association is quite similar to the regular private limited liability company formation, but some changes need to be considered;
- Authorised and Issued Share Capital – The investor has to submit a minimum of 46,588 Euro share capital. When the minimum is depositted, the PLC must appoint a minimum of two shareholders. In the case of the minimum share capital being exceeded. Upon registration the full amount must be authorised but not neccesarily issued, but at least 25% of the nominal value must be issued. In order to deposit share capital, a business bank account must be opened. Evidence of issued share capital must be provided.
- Number of Directors – Public Limited Liability Companies have to have a minimum of two directors. They must also sign the Memorandum and Articles of Association confirming thier role as directors.
- Attached to the Memorandum and Articles of Association, the investor must submit a document to the Registrar of Companies, consisting of the total amount of the costs the company has to pay, during its formation, until the time it commences with business activity. Any additional payents related to the PLC formation are to be added.
In order to conduct business and register with the authorities, the investor must register an office representing the ‘place of business’ for the PLC. This can either be a physical managed office space or a virtual office, offering a remote working space.
Board of Directors
The Board of Directors within a PLC is responsible for the operations and running of the company. Additionally they are in charge of providing a feasible and efficient structure for corporate governance, ensuring all requirements are met.
Irrelevant of the size of the PLC, a Maltese Resident auditor, must be appointed and a set of financial statements are to be provided annually. Such financial documents include, balance sheet, profit & loss and financial position.
Issuing of Shares after Company Formation Completion
Once the public limited liability company formation is completed, the investors can start distributing shares. The shares have to be firstly offered to its existing members, prior being made available to the public. This is called pre-emption rights. A document stating the duration of the pre-emptive rights must be submitted to the Registrar of Companies. Only in some cases, this right can be removed. This can only be done through a resolution provided by a member of the PLC, authorising the board of directors to remove the pre-emptive period.
When the shares are then offered to the public, the PLC must provide a comprehendible prospectus consisting of information on the assets, liabilities, profit & losses, rights attached to securities and financial position. This is done to enable the investors to make an informed decision. On or before the date of publication of the said prospectus, a copy of the document must be provided to the Registrar of Companies.