Company in Malta

Malta is an EU Member State with
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Malta company formation package: 345 EURO – arrangement of Malta company formation and bank account (via officially licensed local member / partner firms) including VAT and Tax registration. "FBS KOTSOMITIS", operating since 1998, is a well-known and established international professional services network with officially licensed and regulated local member / partner firms. Contact us to start process by sending an email to enquiries@fbsmalta.com, by using our contact form or by calling at +356 2338 1500.

Offer of Securities to the Public

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Contact our firm’s partners for a free quotation or free and non-committal professional advice. Next steps:
1. Contact our partners by email
2. Contact us via our online information request form

Malta Company – Offer of Securities to the Public – Detailed Overview

Article 2(3)(a) of the Companies Act, Chapter 386 of the Laws of Malta defines ‘offer of securities to the public’ as “a communication to persons in any form and by any means, presenting sufficient information on the terms of the offer and the securities to be offered, so as to enable an investor to decide to purchase or subscribe to these securities. This definition shall also be applicable to the placing of securities through financial intermediaries.”

Having set forth the parameters, Article 2(3)(b) of the Companies Act then prescribes the criteria which would not constitute a public offering as follows:

  • an offer of securities made only to qualified investors ; or
  • an offer made to less than one hundred persons per Member State or EEA State, not including qualified investors; or
  • an offer where the minimum consideration which may be paid by any person for securities acquired pursuant to the offer is at least EUR 50,000.00, for each separate offer; or
  • an offer of securities where the nominal value of each security amounts to at least EUR 50,000.00, or the total consideration of which shall not exceed EUR100,000.00, which limit shall be calculated over a period of twelve months; or
  • an offer where the total consideration of the securities offered does not exceed EU 2,500,000.00, which limit shall be calculated over a period of twelve months; or
  • an offer in respect of non-equity securities issued in a continuous or repeated manner (i.e. issues on an ‘as required’ basis (on tap) or at least two separate issues of securities of a similar type and/or class over a period of twelve months) by credit institutions where the total consideration of the offer over a period of twelve months is less than EUR50,000,000.00, provided that these securities (i) are not subordinated, convertible or exchangeable; and (ii)  do not give a right to subscribe to or acquire other types of securities and they are not linked to a derivative instrument.

Very importantly, the aforesaid grounds are, listed in the Prospectus Directives, as instances which amount to an exemption from the requirement to publish a prospectus in the case of an offer of the relevant securities to the public.  However, if admission of those securities to trading on a regulated market situated or operating within the territory of a Member State (such as the Malta Stock Exchange in the case of Malta) is sought, those exemptions would seem not to be applicable and the publication of the prospectus would still be required.

Qualified Investors

The term ‘qualified investors’ would include any of the following:

  • legal entities which are authorised or regulated to operate in financial markets, including: credit institutions, investment firms, other authorised or regulated financial institutions, insurance companies, collective investment schemes and their management companies, pension funds and their management companies, commodity dealers, as well as entities not so authorised or regulated whose corporate purpose is solely to invest in securities;
  • national and regional governments, central banks, international and supranational institutions such as the International Monetary Fund, the European Central Bank, the European Investment Bank and other similar international organisations;
  • other legal entities which do not meet two of the three criteria set out in the definition of “small and medium-sized enterprises” in the Companies Act 2;
  • subject to mutual recognition, small and medium-sized enterprises which are registered in Malta and which expressly ask to be considered as qualified investors;
  • subject to mutual recognition, natural persons who are resident in Malta and who expressly ask to be considered as qualified investors if these persons meet at least two (2)of the criteria set out below:

(i) the investor has carried out financial transactions of a significant size on securities markets at an average frequency of, at least, ten per quarter over the previous four quarters;

(ii) the size of the investor’s securities portfolio exceeds EUR 500,000.00;

(iii) the investor works or has worked for at least one year in the financial sector in a professional position which requires knowledge of securities investment.

For more thorough information, and bespoke advice, you are kindly requested to contact one of our officers. Contact us to initiate the incorporation of a Maltese registered company and start reaping the full benefits of an onshore, low-tax, EU jurisdiction. Simply fill in the contact box below or contact us by email on enquiries@fbsmalta.com

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