Legal Question in Business Law in United Kingdom

Re: limited liability company

In Malta, similar to in the UK, a limited liability company (Ltd) is a corporate vehicle, and a legal person, regulated by the Companies Act. It consists of shareholders and directors, and a company secretary.

The shareholders are the members, who pay up at least 20% of the nominal value of the share capital on incorporation (or a later issue of equity). The liability of shareholders is limited to the nominal amount of their shares (which is why it is called limited liability company). The minimum share capital in Malta is 500 MTL of which 100 MTL (the 20%) must be paid up. Maltese companies must have a minimum of two shareholders (the second often being a local professional). Nominee shareholders are possible but not necessary for tax planning purposes.

The company is run by the directors. Nominee directors are possible, and often necessary for tax planning purposes. The directors are assisted for formal administration (official filings, etc.) by the company secretary.

Anyone can, even at distance through a Maltese law or accountancy firm, incorporate a Maltese ltd. Usually, payment of fees and expenses is required in addition to various items of information needed for incorporation. Setting up a company includes, amongst other things, drafting and registering memorandum & articles of association, opening a bank account where the share capital is deposited, and often making applications for the company to be treated in a fiscally favourable way.

Indeed, the tax planning aspects of Maltese companies are what makes them so interesting internationally. Maltese companies with purely international activities often have an overall tax burden of less than 5%.

More information can be obtained from me, the Malta Financial Services Authority (mfsa.com.mt) and the various other law firms as well as accountancy firms on the island.

Re: limited liability company

In England it is;

(i)an association of not less than one(in the case of a Private Company) or two(in the case of a Public Company)Members forming themselves into a company in order to undertake an economic social or charitable activity in a manner that limits each of the members' liability for any loss in advance to a pre determined maximum sum; and

(ii) which is registered in accordance with the Companies Acts.

There is no specific form of "LLC" as there is in many current and former Colonies. "The Empire Stikes Back" applies to corporate Law as it does to many other walks of life!

Re: limited liability company

Malta uses more or less the concepts of English company law. You can actually download the Companies Act from the following website: http://www2.justice.gov.mt/lom/home.asp

If the company has only one shareholder, you will have to pay up the minimum share capital (MTL 500) in full. In case of more than one member, only 20% need to be paid up.

In Malta as well, you would not call it an "LLC" but a "Ltd" (in case of a private company) or a "p.l.c." (in case of a public company).

I would suggest to get advice from a Maltese advocate with knowledge of the issue. I would be happy to set up contact to one (though I am resident in Malta, I am qualified and admitted to the bar in Germany).