Malta has introduced new regulations, the Companies Act (Shipping and Aviation Cell Companies) Regulations, 2020, into Maltese law on 16 June 2020, under Legal Notice 248 of 2020.

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New Regulations for Malta Aviation Companies and Malta Shipping Companies

The regulations create and regulate a new structure that applies to companies carrying out shipping or aviation business. Shipping or aviation business is defined as (under 84E of the Companies Act):

  • The ownership, operation, administration and management of a ship, aircraft, or aircraft engine, and the carrying on of all ancillary financial, security, commercial and other activities in connection therewith; or
  • The holding of shares, directly or indirectly as a parent company, in an undertaking established mainly to carry out the activities referred to above; or
  • The activities of a parent company which holds shares or other equity interests in these ventures; or
  • The raising of capital through loans, the issue of guarantees, or the issue of securities by an undertaking; or
  • The carrying on of other objects or activities within the maritime or aviation sectors which the Minister may, from time to time, prescribe by regulations. 

“Mobile Assets Protected Cell Company”

The name of a cell company which is formed or constituted (or converted from an existing company) to conduct shipping or aviation business shall by necessity include the expression “Mobile Assets Protected Cell Company”, or “MAPCC” (now on referred to as “MAPCC“). 

Formation, Constitution or Conversion of a Malta Aviation & Shipping Company as a Cell Company

A Cell Company – is a Malta company formed or converted into a cell company and creating within itself one or more cells to segregate and protect the cellular assets of the company.

  1. Each cell of the MAPCC is assigned its own distinct name or designation
  2. The cell shall deliver to the Malta Business Registry for registration the company’s memorandum and articles of association
  3. A cell company may create one or more cells to segregate and protect cellular assets under these regulations.

Cellular and Non-Cellular Assets

It shall be the responsibility of the directors of a cell company to keep:

  1. cellular assets separate from non-cellular assets;
  2. be individually identifiable between its cellular assets attributable to other cells; and
  3. independent records, accounts, statements and other documents to evidence the assets and liabilities of each cell, as distinct and separate from the assets and liabilities of other cells in the same company.

Furthermore, the MAPCC is obliged to inform third parties that they are dealing with a cell company.

Cell Shares

Cell Shares means shares created and issued by a cell company in respect of one of its cells. The proceeds of the issue have cellular assets attributable to that cell.

Cellular dividends may be paid in respect of cell shares by reference only to the cellular assets and liabilities, or the profits attributable to the cell. 

When determining whether or not profits are available for issuing a cellular dividend, no account shall be taken of:

  • the profits and losses, or the assets and liabilities, attributable to any other cell of the cell company
  • Non-cellular profits and losses, or non-cellular assets and liabilities.

Furthermore, where any liability arises which is attributable to a specific MAPCC cell, only the cellular assets identifiable to that cell may be used to settle that liability. A creditor of a cell company shall not have any rights other than the rights referred to in this regulation.

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