Company law

Company law is vital in today’s life and indeed it is considered as the backbone of modern business since many companies are being set up which need to be operated legally for uniformity. It is therefore logical for an outstanding law firm as ours to provide assistance and advice with corporate issues.

Company registration

In Malta there are three types of companies considered as private companies namely:

1. limited liability company
2. company en nom collectif
3. company en nom commandite

The most common type of companies under Maltese company law are the limited liability companies, this implies that the shareholders’ liability is limited up to their unpaid share in a company only. This means that, if a company goes into winding up and eventually into liquidation, personal assets are not attacked by creditors. Companies can be trading or holding companies and the only difference between them is in the objects for which the company is intended to be set up. Sultana Legal will assist its clients in deciding whether to set up a trading or holding company depending above all, on the intentions and wishes of the client. Full assistance with company registration is offered according to the Maltese company law.

Although there are differences between these three companies when it comes to liability, for all of them a memorandum and articles needs to be prepared and is to be registered with the Malta Financial Services Authority (MFSA). Sultana Legal will prepare the memorandum and articles together with other pre incorporation documents for its clients and register them with the MFSA for the completion of the company registration.

Sultana Legal will also offer other a wide range of additional services to its clients with regards to company registration such as registered office, company secretarial services, director services and even fiduciary shareholder services.

Sultana Legal will also help its clients with the preparation of all the other required post incorporation documents such as the taking care of VAT and company returns that shall be filed upon certain dates, strictly provided for by the Maltese Companies Act and that should be abided with to avoid the paying of penalties.

Sultana Legal can also help its clients in setting up a SICAV (Investment Company with variable capital) or as is commonly widely known a Fund, whereby a longer procedure is required than that of a normal company setting up and company registration.

Transfer of shares

Sultana Legal will also help its clients in the process of the transfer of shares and transmission of shares. The transfer of shares happens when one shareholder transfers his shares to another shareholder, this includes the buying and selling of shares. Transmission of shares happens usually in case of death of a shareholder and those shares pass on to the other shareholders or to his heirs.
It is common in today’s business world to sell and buy shares in a company, Sultana Legal will help its clients in such a process by preparing the necessary documents for such transfer of shares, commonly known as a share transfer agreement. Such process shows the importance of drafting and registering a good memorandum and articles of association, since there may be instances where such transfers or transmissions are prohibited in the original memorandum and articles. This is the reason why clients should consult Sultana Legal at the early stages of the company formation.

Merger

A merger happens when two or more companies are fused together to form one new company. Sultana Legal will help its clients with the merger procedure and with the registration of the necessary documents at the MFSA in order to complete the process of the company registration of the new company.

Dissolution of a Company

Dissolution of a company happens when a company is dissolved and is also referred to as liquidation or winding up. Under the Maltese Companies Act, also called company law, a company can be dissolved either by a court order or by the members itself. Sultana Legal will provide assistance to its clients in choosing the right liquidator to carry out the process of dissolution and will prepare the necessary documents.