Company in Malta

Malta is an EU Member State with
an Exceptionally Advantageous Tax Regime

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  • Malta EU Presidency Under Spotlight

    Malta EU Presidency Under the Spotlight

    Eyeballs will be on Malta in a few months’ time when it takes over the six-month presidency of the EU Council on 1 January 2017 for the first time. Reports suggest that Malta is well prepared to cope with the unprecedented administrative workload the EU presidency demands.

    Over the last 12 years Malta has managed to capitalize on its EU membership, with significant growth in its general economy, including the vibrant financial sector, which is going from strength to strength. In 2015 Malta’s economy registered the second fastest growth within the EU, with the European Commission forecasting Malta’s GDP growth in 2016 and 2017 well above the forecasted figures for the EU as a block.

    Malta adopts an EU-compliant regulatory framework, valuable for financial services firms and other organisations to be able to set up their base in Malta and conduct their business within EU and beyond. Complimenting this, other several factors attract such firms, such as the pool of talent and skilled labour, a sound legal system, an advanced financial environment, an adequately capitalised and healthy banking sector, tax incentives to attract foreign professionals, tax credits and favourable corporate and income tax rates.

    Consequently, Malta’s unemployment rate dropped to 5.4% in 2015, well below the EU average of 9.4%. The reports for first quarter of 2016 show a further drop to less than 5%.

    The increased demand on human capital has pushed the Maltese government to resort to measures to increase the country’s labour force. This includes measures aimed at increasing female participation into the work force. This demand has resulted also in a considerable increase of foreign workers in Malta.

  • Malta Confirms High Investor Confidence Rating

    Malta Confirms its High Investor Confidence Rating

    During the first Financial Services Survey held in Malta between March and April of 2016, forty-four organizations from across a number of financial industries were asked to rate their performance and business prospects in comparison to their position six months before. Notwithstanding the various challenges being faced by the Financial Services industry, namely increased regulatory control, the EU’s push for increased tax harmonization and the aftermath of the so called Panama Papers, the survey shows 59% of respondents reporting increased business volumes.

    Optimism and growth within the Maltese financial services sector remains strong. Within the banking sector, 33% of the respondents report being optimistic about the overall business situation in the sector. Within the insurance sector, 75% of firms reported increased volumes of business with 17% stating that they were more optimistic about the overall business situation in their sector. 55% of asset management firms report increased volumes of business and as much as 60% are expecting business volumes to continue increasing over the coming six months. Increased employment and payroll costs, regulatory compliance and spending on capital expenditure, particularly for IT systems have contributed to increased costs across the board.

    The survey also asked respondents to widen their spoke and give their views on the overall situation of Malta’s financial services industry and its future prospects. Respondents retained their positive stance however acknowledged that a number of challenges had to be surpassed in order for the industry to be able to move forward. The general concerns highlighted by the respondents regard the impact of the proposed Base Erosion and Profit Sharing (BEPS) tax rules, the introduction of the Common Reporting Standard, the Brexit referendum and the negative light shed on financial centers across the globe due to the Panama Papers scandal. Respondents also noted the difficulty in opening and maintaining bank accounts locally as a challenging aspect of their business model.

  • Malta Confirms Appeal as Competitive Market Hub

    Malta Confirms Appeal as Competitive Labour Market Hub

    Malta maintains its position as one of the most stable and one with the lowest social security contributions and employment costs to businesses. On the other hand, the costs of social security and other employment costs have registered substantial increments for employers in other EU countries such as France and the Netherlands. Increased labour costs may act as catalysts for employers to lay off employees, thereby stifling job creation increasing unemployment, particularly youth unemployment.

    In addition to the competitive labour market in Malta, the country is a host to and attracts a pool of talent and skilled labour which obviously are necessary to meet the requirements of the dynamic market demands.

    There is a strong case for the increase in the social security contributions to sustain the pension system and the ageing population, however Malta has consistently adopted a no- more-costs-policy to employers, whilst at the same time tightening controls and eliminating abuse of the social welfare system. Furthermore, the welfare system is being boosted by the government’s ongoing efforts to create employment, through the implementation of a series of tax credits to employers and incentives to increase the work force, such as the popular free government-run childcare and women returning to work scheme. These implementations together with other tax appealing measures designed to attract foreign business and investment in Malta have managed to reduce unemployment levels to their lowest in the decades.

    These sustained policies have over the medium longer term created a stable system which in turn has become a major contributor towards attracting businesses to set up companies and businesses in Malta.

  • Malta’s Option to Treat Partnership as Opaque

    Malta’s Option to Treat Partnership as Opaque as from Year of Assessment 2016

    As from year of assessment 2016, the updated definition of “company” to the Income Tax Act has been extended to include any partnership en nom collectif and any partnership en commandite with its capital divided into shares, which would have elected to be treated as a company.

    The definition of “dividend” has been updated to include distributions by a company to its shareholders or partners and any amount credited to the shareholders or partners. Consequently, the following change shall apply to partnerships electing to be treated, from a purely fiscal perspective, at par with companies:

    • The special residence rules applicable to companies will now be applicable to partnerships which elect to be treated as companies;
    • Such partnerships will no longer be considered transparent and instead of being subject to tax at the partners personal level, the partnership will be taxable on its income at the rate of 35%;
    • Upon distribution of dividends from allowable profits, tax paid at the partnership level is deducted in full from the partners’ tax liability, such that income taxed at partnership level is not taxed again at the partners’ level (The Full Imputation System on distribution of dividends);
    • Trading losses of such partnerships can be surrendered to other companies within the same group (group as defined by Malta tax laws);
    • An additional double taxation relief, the Flat Rate Foreign Tax Credit (FRFTC), which is exclusively available to companies will be also available to such partnerships;
    • Partners of such partnerships will be eligible to Tax refunds (up to 100%) under The Refundable Tax Credit System;
    • The Participation Exemption will also be available to such partnerships, whereby dividends and capital gains received by such partnerships will be exempt from Malta tax, provided certain conditions are met.
  • Malta’s Economic Growth Continues

    Malta’s Economic Growth Continues to Impress

    Economic growth in Malta increased by 5.2% during the first quarter of 2016 when compared to an already high rate of 6.3% recorded in the same quarter of 2015. The Maltese economy is estimated to have grown by 7.6% when considering that the EU and the Euro Area are growing at 1.8 and 1.7% respectively.

    This significant growth reflected strong increases in both investment and private consumption. In the first quarter of 2016, investment activity recorded a significant increase of 16.2% or €57.6 million and private consumption increased by 5.9% or €58.5 million, over the previous year. Exports of goods and services also registered an increase of 0.5%.

    Another noticeable growth area was also recorded in the real estate sector which increased by 11.9% and the professional, scientific and technical activities sector which increased by 11.2%. Noticeable increases were also recorded in the information and communication sector, in the wholesale and retail trade, along with the mining and quarrying and the agriculture and fishing sectors. Another area recording strong and consistent growth was that of the manufacturing sector which recorded a significant increase of 6.79%.

    Reflecting the dynamic performance in the labour market, compared to the corresponding quarter last year, the increase in GDP at current prices of €153.4 million is estimated to have been distributed into a €54.5 million increase in compensation of employees, a €65.4 million increase in gross operating surplus of enterprises, and a €33.6 million increase in net taxation on production and imports.

    Minister for Finance Edward Scicluna remarked that the Government’s target to achieve a potential growth in Malta’s economy has been a success. He added that this was achieved by increasing labour force participation and measures to attract local and foreign investment by attaining economic and fiscal stability.

  • Malta Company Registry Steady Growth

    Malta Company Registry Records Steady Growth

    As at the end of 2015, the Malta Registry of Companies counted active 87,971 companies. This is a net increase of 8,516 companies from the prior year, or 10.9% over 2014. 11,721 new businesses were constituted during 2015, with de-registrations of business units reaching 3,205. Data from the National Statistics Office (NSO) shows that 39,965 Companies are listed as having sole ownership or are constituted in the form of a partnership. Limited liability companies make up just over 50% of the population, while 3,251 are listed as ‘other’.

    According to the data published, 85,673 are so called ‘micro’ companies, and employ less than 10 persons. 1,758 companies employ 10 to 49 people, 440 employ 50 to 249 and a 100 companies are classified as ‘large’ and employ more than 250 persons.

    The NSO report also analysis the list of companies by sector and economic activity. Units in financial and insurance activities, professional, scientific and technical activities, administrative and support service activities, and construction amounted to 15.6, 11.3, 7.8 and 7.7 per cent respectively of the total registered units in 2015.

    The increase in unit count is an encouraging figure in evaluating Malta’s economic performance during 2015. According to the last World Economic Forum Competitiveness report, Malta represents a good jurisdiction for doing business due to its attention to property rights; intellectual property protection; judicial independence; quality of port and air transport infrastructure; health and education; financial market sophistication and soundness of banks; and the availability of latest technologies and firm-level technology absorption. On the other hand, the government is working to reduce government inefficiencies and bureaucracy which is listed as the biggest hurdle to Malta’s competitiveness by the World Economic Forum.

  • Increase in Super Yachts Under the Malta Flag

    Marked Increase in Super Yachts Registered Under the Malta Flag

    The Malta Chamber of Commerce, via its Yachting Services Business Section has expressed satisfaction at the substantial increase that Malta has consistently registered within the yachting industry over the past years. The increase is not only restricted to registration and the choice of Malta as the flag of choice, but also to ‘value added’ services with a spill-over effect such as berthing, servicing and logistical services.

    The Grand Harbour Marina which as of 2015, hosted 159 superyachts, another increase over the figures in 2014, has now further consolidated its position as a well-established player within the Mediterranean basis, with ever-increasing requests for berthing and related services.

    As of February 2016, Transport Malta confirmed that the Malta flag had registered an increase of 10.8% over the previous year in the registration of super yachts of over 24 metres in length. The Malta flag is the largest in number worldwide in so far as commercial yachts over 24 metres in length are concerned. Length in excess of 24m also allows investors to consider the long-tested Yacht VAT leasing scheme, whereby crofts in excess of this length can benefit from an effective VAT rate of 5.4% (in lieu of the standard 18% VAT rate) – without distinction between sailing and motor yachts.

    The reasons propelling such growth in the super yacht sector under the Malta flag may be summarised as follows:

    • Yachts may be registered on behalf of legally constituted corporate bodies or entities irrespective of nationality.
    • Low company formation, ship registration and tonnage tax costs.
    • Possibility of registration for yachts that are being built or equipped.
    • Attractive tax incentives to yachts and super yachts owners encouraging commercial operation.
    • No restrictions on the sale or mortgaging of Maltese registered yachts and super yachts.
  • Malta Reiterates its Tax Position

    Malta Reiterates its Tax Position at ECOFIN Meeting

    May 2016

    At the latest Ecofin meeting held in Brussels, Malta together with nine other member states expressed their intention to oppose the approval of a package aimed at stopping tax avoidance, to be discussed during a meeting of EU finance ministers next week.

    The proposal’s seek to severely dilute member states’ abilities to make so-called ‘sweetheart tax deals’ with large multinationals, which the EU Commission equates to implicit illegal state aid deals, which can severely distort the common market and effectively give multinationals an unfair competitive advantage allowing them to consolidate and further their market share whilst hindering competition., to the detriment of the consumer and other market players.

    Malta’s stance was that it does not engage in any such preferential tax schemes, thereby ensuring a level playing field. It would therefore be draconian and onerous to impose harmonised blanket tax rules under the guise of removal of ‘sweetheart tax deals’. Malta, does not allow any derogation from its tax rules. It employs an attractive tax regime that does not discriminate between one company and another, independently on size, origin of profits, negotiation power etc.

    Malta also used the ECOFIN meeting to stress the need to respect primary EU law in the application of anti-abuse legislation. Following the conclusion of the meeting, Professor Scicluna, Malta’s Finance Minister, stated that efforts would continue in seeking and obtaining reassurances on Malta’s tax system.

    Malta’s Prime Minister, Joseph Muscat, spoke about the importance of the financial services sector to the local economy, adding that a new approach was necessary to ensure that the local industry remains competitive and relevant in the global context. Speaking at Finance Malta’s ninth annual conference, Prime Minister Muscat concluded by saying that although Malta was in favour of regulations that addressed abusive tax avoidance practices, he urged EU regulators not to move towards a position of over regulation, imposing a one-size-fits-all over member states.

  • Malta Scores Highly on Residency Index

    Malta Scores Highly on Residency Index

    Malta has been ranked third best place to live worldwide, in a recent survey undertaken by InterNations , narrowly behind Ecuador and Mexico. Just under 15,000 expatriates on a worldwide basis were asked to participate in the survey, and to answer a series of question, ranging from the professional, to healthcare to personal financial and cost of living to establish which jurisdictions were better placed, in providing expatriates with what they perceived as being the optimal basis in an excellent standard of living.

    Unsurprisingly, Malta scored highly with British expatriates, based no doubt on the linguistic proficiency of the natives (English is one of the official languages at par with Maltese). Other factors which scored highly was cost of living and friendliness towards foreigners.

    Other factors, which scored highly on the list were the pleasant climate (the adage of 330 sunny days holds true), varied and rich heritage, comparatively low cost of living, skilled workforce, quality education, proximity and connections to mainland Europe and superb medical infrastructure. The lack of bureaucracy was also cited by many as one of the underlying reason for choosing Malta as a jurisdiction for the establishment of business, coupled with low labour costs, and multilingual staff.

    Malta has a number of bespoke residence schemes, which allow expatriates (EEA and non-EEA) and their respective households to establish their residence in Malta. These schemes consist of a pledge of renting or owning property (the value of which varies on the location of property on the island) as well as a minimum tax endowment. Furthermore, there are a number of bespoke tax incentives for high ranking officers employed in key industries such as remote gaming, insurance, aviation and financial services.

  • Malta Launches Revamped New Residence Scheme

    Malta Launches Revamped New Residence Scheme

    Following on the success of the Maltese Individual Investment Programme, leading to citizenship, the government of Malta has recently enacted changes to its residence scheme – with the launching of a new Residence and Visa Programme seeking to attract high-net worth individual investors.  The new residence scheme, shall seek to provide a more definitive and long-lasting base to applicants, as compared to the Global Residence Programme, whereby residence was renewable on a yearly basis.  The main applicants would be high net worth individuals, or retirees, seeking to make Malta their permanent base, whilst relocating to a stable and reputable jurisdiction, within the Schengen area.

    Applicants of the new scheme must be persons over the age of 18 and with a clean police conduct.   The latter requirement would also extend to his dependents. Eligibility criteria would also mandate the acquisition of immovable property for a value ranging from EUR 270,000 to EUR 320,000 (depending on location), or alternatively to a rental of immovable property ranging from EUR 10,000 to EUR 12,000 per year.

    The application could also be eligible for residence, if he can shop an income of at least EUR 100,000 annually as well as own funds in excess of EUR 500,000.  A condition to the attainment of the residence permit shall be the contribution of an investment of at least EUR 250,000 in approved government bonds, which need to be retained for a minimum of five years.

    Contrary to the Maltese Individual Investment Programme, there would be no limitation on the number of applicants.  Applications would be subject to the strictest probity, and must be channeled via approved government agents.  Such residence permits, once approved, would extend to the applicant, and his immediate family, and would be retained, insofar that the residence conditions, and ‘fit and proper’ test would be adhered to on a continuous basis.

  • Malta MFSA Grants Licence to First Loan Fund

    Malta MFSA Grants Licence to First Loan Fund

    The Malta Financial Services Authority has granted a licence to the first Maltese-registered loan fund. Loan funds are a recently novel addition, to the Maltese landscape of licensed collective investment schemes. Governed by a bespoke set of rules, loan funds address one of the most frequently asked questions by fund managers – the possibility for funds to grant loans (an activity that was, until the enactment of the rules, the prerogative of banking and credit institutions.

    Loan funds, must have at least 70% of their assets, constituted by direct origination of loans by the loan fund or the acquisition of a portfolio of loans or a direct interest in loans. In order to preserve the liquidity of the fund, the remaining 30% must be invested in liquid assets, and the loan funds are precluded from adopting leverage of short selling methods – as a safeguard for diversification, and the curtailing of exposure to the fund investors.

    Loan funds may only issue loans to unlisted companies and small and medial sized companies (SMEs). Investment within the fund is limited to professional investors (as defined within MiFID) and the minimum investment, per investor, is set at EUR 100,000.

    A loan fund may take various forms as a collective investment scheme, albeit a public limited company with variable share capital (SICAV) tends to be the preferred form. The Loan fund may appoint a custodian, an auditor, a compliance officer and a money laundering reporting officer. The loan fund may be externally managed by a licensed fund manager (duly authorized in terms of the Alternative Fund Managers Directors – AIFMD) or alternatively self-managed, with the management function, being delegated to an investment committee.

    Other requirements that are bespoke to loan funds, are the creation of a credit risk policy, liquidity management policy and disclosure, records and reporting.

  • Framework for European Economic Interest

    Regulatory Framework for European Economic Interest Group Enacted

    One of the cornerstone freedoms of the single European Union is the freedom of establishment. However, this principle is often at odds or at least hindered by the corporate law exigencies of single member states within the European Union. Investors must often wade through a labyrinthine series of different economic and legislative framework, often a hinderance to the small and medium size enterprise, which forms the backbone of the EU economy.

    The enactment of a pan-European regulatory framework has been enacted in the form of the European Economic Interest Grouping (EEIG), by means of Council Regulation (EEC) No. 2137/85 (“the Regulations”) which have since been transposed in the Maltese Companies Act.

    An EEIG allows the creation of a legal entity, which has a separate legal personality from its founders, and which can operate in any EU Member State. An EEIG is formed by means of a contract of formation and registration at the responsible Authority in the desired member state. The EEIG may be formed either by natural or legal persons or a mixture of both, insofar that the members of the EEIG consist of legal persons whose central administration is in different Member States (the rationale behind the EEIG remains after all the consolidation of a pan-European rather than a purely domestic framework).

    Members of the EEIG may, just as they have chosen a designated jurisdiction of choice, may just as swiftly, elect, in the face of changing fiscal circumstances, to move the EEIG elsewhere. This is expedited via a transfer request to the competent authority in which the EEIG has been formed, conditional to the elapse of a two month window.

    The enactment of an EEIG framework shall render the proposal of a Maltese registered EEIG ever more attractive, regard being had to its simplicity, low fiscal burden (effective tax leakage of trading companies can be as low as 5%) as well as flexibility. Malta remains well placed to reap full benefits of such EEIG framework by offering a comprehensive and attractive jurisdiction of choice to the savvy investor.

  • Malta Finance Leasing Rules for Aircrafts

    Malta Releases Finance Leasing Rules Relating to Aircrafts

    In yet another installment aimed at incentivizing the thriving aviation industry (following the VAT guidelines on aircraft leasing and highly qualified person rules), the Maltese authorities have released finance leasing rules relating to aircrafts.

    A lease shall be deemed to constitute a finance lease, when it has a number of characteristics, all of which must be satisfied cumulatively, these being:

    • The lessor is a finance leasing company (insofar that it is duly licensed financial institution by the requisite authorities);
    • The period of the lease is for a period of at least four (4) years or more, and not shorter than the depreciation schedule prescribed by law;
    • Notification of the lease contract is given to the Commissioner of Inland Revenue within three (3) months from the lease contract on the prescribed form.

    Where a finance lease is terminated prior to the expiration of the currency of the lease agreement, notice thereof must be provided to the Commissioner of Inland Revenue within thirty (30) days of the termination of the group relief provisions.

    In determining the income that is chargeable to tax, the following scenarios shall apply:

    • The lessor is chargeable to tax on the full amount of the lease payments (albeit provisions may be made to income deductions);
    • The lessee shall be entitled to a deduction of the full amount of the lease made by him in respect of the lease asset (inclusive of any deductions allowed by law).

    Specifically to aviation, the following rules apply to finance lease:

    • The lessor is charged to tax on the annual finance charge (this being the difference between the total lease payments less the capital element, divided by the currency of the lease);
    • The lessee may, apart from the finance charge, claim a deduction in respect of repairs, maintenance and insurance;
    • If the lessee elects to purchase the aircraft on the termination of the lease, and the lessor does not trade in the purchase and sale of the aircraft, the purchase price shall be considered to be of a capital nature – not taxable to the lessor.
  • Highly Qualified Person Rules in Malta

    Malta Extends Highly Qualified Person Rules to Aviation Industry

    The Maltese Commissioner of Inland Revenue has extended the exceptionally favourable personal tax regime – Highly Qualified Persons Rules (“Rules”) to include high ranking officers within an undertaking holding an air operators certificate.   In accordance to such rules, such employees may opt to be taxed at a rate of 15%.  Local source income arising in Malta, would however, be taxable at the normal individual tax rates.

    The extension of the Rules to the aviation industry, underscores the importance attributed by the Maltese Government to this young, yet fledging industry.  Originally confined only to industries licensed by the Malta Financial Services Authority – such as insurance and financial services company, the Rules were gradually expanded to include other key industries, most notably the Remote Gaming Regulations (for online gaming companies).  The further expansion to the aviation industry is further testament to the commitment of the Maltese authorities to give added-value to core industries.

    The aforesaid personal tax incentives further embellish what is already a favourable fiscal regime for companies operating in the aviation industry.  Under the general fiscal rules, companies incorporated in Malta are deemed to be taxable on a worldwide basis, however, companies that are incorporated outside Malta but which establish their effective management and control in Malta are taxable only on income arising in Malta, and foreign source income remitted to Malta.

    Therefore, by using the aforesaid legal and tax rules, it is possible for foreign aviation companies to establish their residence in Malta, and have income generated from the ownership, leasing or operation of the aircraft (or even the aircraft engine), not taxable in Malta, insofar that such income arising from the aforesaid leasing or operations is not remitted to Malta.  Companies engaged in the international transport of passenger or goods arising outside Malta, are eligible to benefit from the aforesaid rule.

     

  • Malta Gaming Authority Cruise Casino Regulations

    Malta Gaming Authority Releases Cruise Casino Regulations

    The Malta Gaming Authority has finally issued the Cruise Casino Regulations (the Regulations) as subsidiary legislation to the Gaming Act – Chapter 400 of the Laws of Malta.

    The rationale of the Malta Gaming Authority Cruise Casino Regulations is to blend two of the most prominent industries in Malta – the maritime industry with the gaming industry.  Malta has been on the forefront of both industry, with the island being the largest maritime registry by tonnage, and the Malta Gaming Authority, having issued multiple licences to some of the largest players in the gaming industry.

    Nevertheless, prior to the enactment of the Regulations, gaming activity could not be undertaken on board cruise liners berthed or in transit in Maltese ports, irrespective of the flag state of such  cruise liners.   The running of casinos within the Maltese territory was confined only to land based casinos, approved by the Malta Gaming Authority, following a concession from the Maltese government. Notwithstanding that most cruise liners have onboard casinos, these would effectively be closed down as soon as the vessel entered into Maltese territorial waters.

    Following the enactment of the Regulations however, the Malta Gaming Authority has established a regulatory framework whereby cruise liners shall be allowed to operate on-board casinos within Maltese territorial waters, or even when berthed in Maltese and Gozitan ports.  This opening shall ensure that the island’s popularity as a cruise liner destination shall be bolstered, whilst allowing passengers to act within a regulated legal framework.  Cruise liners wishing to avail themselves of such possibility are required to pre-emptively inform the Malta Gaming Authority, during their stay in Malta, insofar that they abide by the parameters and restrictions of the Regulations, including but not limited to the certified payout ratios, operating hours and restricting play only to passengers.

  • Malta Registry of Companies Surpasses 5000 Company Mark

    Malta Registry of Companies Surpasses 5000 Company Mark in 2014

    The registry of Companies has issued an official report for 2014 concerning the number of Maltese incorporated vehicles. 2014 has seen a total of 5,019 new companies incorporated, a 10.8% increment over 2014.  This brings the total number of incorporations of companies to 68,676, complemented by 1,640 partnerships.

    There was also a 1.5% decline in the number of company liquidations and a 9% decline in mergers.  These statistics, are often seen as significant bellweathers in assessing the maturity of a financial jurisdiction, all pointing towards a consolidation of Malta as a corporate hub.

    On the redomiciliation front, 85 companies were continued into Malta in 2014, down from the record number (111) registered in 2013, whilst the number of outward redomiciled companies was 16.  The lion’s share of inward redomiciliations (75%) were understandably from non-EU jurisdictions, with the remaining 25% of redomiciliations being from EU member states.

    Of the total companies redomiciled in 2014, over a third were involved in property activities, 20% were private investment companies, and around 14% were holding companies.

    Over the past years, Malta has registered continuous and steady growth in the number of incorporations, often in the range o f 8-10% increases from previous years.  This relentless increase, is particularly significant in the light of the challenging EU financial climate, with investors eager at seeking a safe haven from financial turmoil.  Malta’s blend of highly attractive fiscal regime, transposition of EU directives, access to EU Markets, extensive double tax treaty network, a  multilingual and skilled labour force, flexible yet respectable regulator, political and financial stability (endorsed by a series of independent rating agencies) have all been contributing factors to this steady increase.

  • MFSA New Rules for Alternative Investment Funds

    MFSA Releases Clarifications Regarding AIFMs Transparency Reporting

    The Alternative Investment Fund Manager Directive (‘AIFMD’) introduced new rules for Alternative Investment Funds (‘AIFs’) (including hedge funds, private equity and real estate funds).   Previously these funds were regulated largely by national regimes and codes of conduct, rather than via a trans-European framework.

    The AIFMD sought to create an EU framework for AIFMs as well as setting transparency requirements which would create a level playing field for investors.  Thereby, the investors must be privy to key information regarding the fund, such as investments strategy, special arrangements re: illiquidity such as side pockets, valuation procedures, fund leverage limits etc;

    The AIFMD does not specify the medium in which the information is provided, nor the frequency of such disclosures.  Such disclosures may therefore be in the form of letters, newsletters, emails etc;  The medium and frequency of communication is a matter that is at the discretion of the AIF Manager and the AIF.  However, the disclosures must also be relayed to the national competent authorities of the AIFM.

    The AIFMS also requires the inclusion of a list of systemic risk reporting, which include:

    • the breakdown of investment strategies of AIFs;
    • the principal markets and the financial instruments in which an AIF trades;
    • total value of assets under management of each AIF managed;
    • turnover of the AIFs;
    • principal exposures and most important portfolio concentration of the AIFs.

    In the case of high-leveraged AIFs, the amount of leverage must also be disclosed.

    The aforesaid transparency disclosure signal a marked change of route – in a sphere which until recently, was subject to slight regulation, on the understanding that professional investors, did not require the same level of protection as retail investors.  The transparency rules, have set a framework for uniform standards, allowing investors, even professional investors, to make an informed and thorough decision.

  • MFSA Securitisation Cell Companies Regulations

    MFSA Releases Securitisation Cell Companies Regulations

    One of the most anticipated legislative enactments has been the Securitisation Cell Companies Regulations, enacted on the 28th November 2015, and welcomed as an important milestone in the securitization and reinsurance industry.

    At the outset, a Securitisation Cell Company (SCC) is a body corporation constituted or converted as such, with the function of segregating the cellular assets of the Company. An SCC is a single legal person, yet the cell created by an SCC, does not create, a legal person separate from the SCC. In a way the creation of a cell within an SCC, is not dissimilar to the creation of a cell in a Protected Cell Company (PCC) – also used in the insurance industry.

    However, the main thrust for an SCC is that of creating a legal framework seeking to achieve the following:

    • Enter into securitization transactions in furtherance and pursuant to the Securitisation Act – Chapter 484 of the Laws of Malta; or
    • Assume risks as a special purpose vehicle for the purpose of reinsurance, from a transferring undertaking through the ceding of reinsurance contracts.

    There are however, a series of set rules, for SCCs to abide by. At the outset:

    • SCC are limited in their scope and contractual abilities by their non-cellular assets. SCCs may not enter into any forms of securitization transaction or risk transfer arrangements beyond their non-cellular assets;
    • The Cellular assets of a cell must be held as separate and identifiable from other assets and liabilities of other cells. The cellular assets shall comprise the proceeds of a cell, share capital, attributable reserves etc;

    Effectively, this means that the assets of a cell are not available to the creditors of other cells. Creditors have no recourse to the assets of other cells, nor may they enforce their rights vis-à-vis non-cellular assets. The same principle prevails in the case of insolvency. The insolvency attributable to one cell, has no bearing, nor spill-over effect towards the solvency of other cells.

    • Since, a cell is incapable of separate legal personality from the SCC, it may only come into existence, through a board resolution of the directors of the SCC.
    • Irrespective of whether the cell shall act as a securitization vehicle, or a reinsurance SPV, the prior consent of the MFSA shall be always necessary.
  • Malta Advantageous Tax to Partnerships

    Malta Extends Advantageous Tax Regime to Partnerships

    The Budget Measures Implementation Act 2015 (published, yet whose enactment is still awaiting Parliamentary approval), shall result in a series of amendments to the Income Tax Act and Income Tax Management Act. Thereby, these measures shall bring a series of reforms to the taxation of Maltese partnerships, effectively resulting in the following:

    • Partnerships electing to be treated as companies for tax purposes;
    • The requirement for partnerships to carry out a trade or business to be deemed tax transparent; and
    • Amendments whereby it shall no longer be necessary for the obligations of the general partner (in partnerships en nom collectif and en commandite) to be unlimitedly liable for all the debts of the partnership.

    Whilst, the election for a Maltese registered entity is not a novel feature, the extension of the tax concession to include partnership, shall render the latter more palatable options, in the context of tax planning. Currently, Maltese companies are taxable at 35% corporate tax rate, albeit the immediate shareholders, are, upon a final distribution of dividends, eligible for a series of tax refunds, the default of which is set at 6/7ths of the 35% -thereby bringing the tax leakage to just 5% of taxable income.

    This election has been extended in piece-meal fashion to a series of institutes. For example, Maltese private foundations are subject by way of default to the same taxation as Maltese companies. Maltese registered trusts, may, in lieu of evoking tax transparency which would render any income percolating to the trust taxable at the beneficiary level, also elect, conditional to meeting a series of criteria, to also be treated as a company for tax purposes. The extension of such election, which shall be irrevocable once triggered, shall open a new series of opportunities for the use of Maltese partnerships in tax planning.

  • Malta Strong Interest as a Family Office Jurisdiction

    Malta Attracting Strong Interest as a Family Office Jurisdiction

    Family offices have increasingly become popular, with high net worth individuals, seeking ways and means to safeguard their accumulated wealth, preserve it within the family coffers, and seek tax efficient manners to pass it on to the future generations.

    The parameters therefore are to secure an adequate legislative framework which can accommodate the most diversified asset portfolios, yet score very highly with regard to tax optimization and more importantly confidentiality. The ability to transfer ownership in a tax-free environment, as well as having clear and unequivocal rule relating to inheritances and asset transfers are essential.

    Malta, has recently enacted a series of legislation that seeks to further complement the existing legal framework.   Malta applies no wealth taxes and applies blanket tax exemptions regarding the transfer of assets between non-residents, irrespective of their consanguinity and/or affinity. The use of discrete wealth preservation institutes such as trusts and foundations, is widely used, as well as private collective investment schemes, whose participation is limited to fifteen (15) participants such as family members, friend and acquaintances to the promoters.

    The use of trusts as an effective tool within the ambit of family offices has been given new momentum, with the proposal of allowing family trust companies. Currently, the activity of trustees within a Maltese trust (and likewise administrators within a private foundation) is the sole prerogative of licensed entities, approved by the local regulator – the Malta Financial Services Authority. Although, a system of checks and balances may be installed, via the use of protectors with supervisory and veto powers to the trustees, this may result as a hinderance to promoters of family offices, who often prefer hands-on control over assets settled in a trust or endowed in a foundation. New legislation will now allow the creation of family trust companies – whereby the trustee function can now be carried out by Maltese limited liability companies composed of a hybrid of approved resident professionals and family members.

  • Malta Fund from Citizenship by Investment Programme

    Malta Sets up Fund from Proceeds of Citizenship by Investment Programme

    The Government of Malta has set up a legal framework for the administration of proceeds of its highly successful Citizenship by Investment Programme (“MIIP”).  As of 2014, Identity Malta has received over four hundred (400) applications, with further growth set at approximately three hundred (300) applications for 2015.

    The MIIP allows investors, to accede to citizenship, conditional to a thorough and rigorous due diligence process and adherence to an investment programme.  The main applicant must commit to a contribution of EUR 650,000, with spouses and children below the age of 18 contributing a further 25,000 each.  Unmarried children aged between 18 to 26 and dependant parents over the age of 55 must contribute a further EUR 50,000.

    Furthermore, the main applicant must acquire an immovable property in Malta with a value of at least EUR 350,000 or rent a property with a lease value of EUR 16,000 per year.  In addition to such investment, the main applicant must commit to an investment in government approved bonds, stocks or debentures with a value of at least EUR 150,000 which have to be held for at least five (5) years.

    The proceeds of the MIIP shall be administered by the National Development and Social Fund Agency, an entity that has been established ad hoc by virtue of Legal Notice 2 of 2015.  The aforesaid agency has established a series of criteria for the investment of such funds, all aimed at the furtherance and development of the island’s social and economic development.  A percentage allocation system shall be in place to ensure an equitable distribution, with allocations being assured towards projects of national importance, of projects that promote and support education and justice, as well as nurturing job creation and catalysts to competitiveness.

  • Malta Reveals Steady Increase in Licensed Entities

    MFSA Reveals Steady Increase in Licensed Entities During 2014

    The Malta Financial Services Authority (MFSA) has issued statistics for the year 2014 which underline steady and organic growth.  Notwithstanding the difficult economic environment, stricter regulation and higher licensing requirements, the number of financial services licenses as of end 2014 is in excess of 800.  Seventeen (17) new Category 2 licences (asset managers and white label FX companies) were issued during 2014, whilst a total of 22 managers were issued with new or revised licences to operate in full compliance of the Alternative Invesmtment Fund Managers Directive (AIFMD).  Six new licences were issued in other categories, including the recently enacted Category 4b depositary, as prescribed under the new Investment Services Rules.  A contrario senso, and evidence of a stricter and tighter regulation, nine licences were surrendered or withdrawn.

    Notwithstanding the radical changes brought over by the aforesaid AIFMD, a total of 39 collective investment schemes (CISs) were licensed, bringing the tola number of new sub-funds up to 118, with funds approved as Professional Investor Funds (PIFs) taking the lion’s share with 106 of the aforesaid 118.

    In the banking sector, three (3) new credit institutions were licensed, whereby two others had their licences extended to widen their activities within their already acquired banking icence.  A significant growth area, was also seen in the electronic money institutions, which albeit of relatively recent enactment, has already proven to be a success story.

    In the insurance sector. 2014 saw the licensing f three new insurance undertakings, including one Protected Cell Company, bring the total number of cells within PCCs to 27.

    Retirement schemes also rose to 35 with two new retirement scheme administrators and five new asset managers.  The number of new companies is in line with the past three years, with over 5000 companies registered in 2014 alone.

    The aforesaid statistics have further cemented Malta’s reputation as a proven domicile for financial services and a mature corporate registrar.  A plethora of new legislation is expected to be enacted in 2015 allowing investors full access to an ever more sophisticated legislative base, through which to channel their investment.

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