With the implementation of the Companies Act (Shipping and Aviation Cell Companies) Regulations (S.L. 386.22) in June 2020, shipping and aviation companies have been able to incorporate cell companies within their corporate structure. Unlike a limited liability company, a cell company has a distinct structure which allows for the creation of multiple ‘cells’ within one entity. Each cell shall have its own assets and liabilities, separate and distinct from other cells which may be created. Notwithstanding this, the creation of multiple cells does not result into a separate legal entity but rather, the protected cell company is viewed as one legal entity.
A company has the option to be established or structured as a cell company, or it can undergo conversion into one, provided that its Memorandum and Articles of Association permit such a conversion. To ensure clear identification by the public, a cell company created or established for conducting shipping or aviation business is required to include the designation ‘Mobile Assets Protected Cell Company’ (“MAPCC”) in its name. Every individual cell within the MAPCC must be allocated a unique name or designation, and the registration of each cell is contingent upon the submission of the corresponding decision or resolution approving its establishment (along with the required instruments) to the Malta Business Registry for registration.
As each cell does not possess independent legal personality, it is the responsibility of the directors to ensure that there is a clear distinction between cellular and non-cellular assets. This is achieved through the diligent upkeep and maintenance of separate records, accounts, statements, and other relevant documentation which is crucial for preserving a tangible division between the assets and liabilities of each individual cell within the MAPCC structure.
Why should one opt for a cell company structure?
- A cell company offers the advantage of having a distinct patrimony. If, for instance, a particular cell engages in any transaction, any claims relating to this cell are limited to its own assets. This means that the assets of other cells within the company remain protected, and creditors can only seek recourse to the assets of the specific cell in question.
- A cell company benefits from having a single board of directors and a unified set of Memorandum and Articles of Association that govern all its cells. This streamlined administrative structure reduces complexity and enables shared overhead costs.
- Although a cell company consists of different cells, it only requires one operational license. This allows the entire cell company to operate under a single license, which effectively leads to efficiency and reduction in regulatory burdens.
- Cell companies in Malta enjoy the advantages of a favourable tax imputation system, further enhancing the benefits associated with this type of company structure.