The registration of companies falls under the regulations of the Maltese Companies Act which was enabled in 1995. The same legislation applies to partnerships as well, even if the first law regulating the creation of partnerships was the Commercial Partnerships Ordinance of 1962. The Maltese Commercial Code divides commercial partnerships into partnership “en nom collectif” or general partnership and partnership “en commandite” or limited partnership. Maltese commercial partnerships have legal personalities separated from the personalities of their members and must be registered with the Trade Register. Also, commercial partnerships may be re-registered as limited liability companies in Malta.
Registering a Maltese general partnership (“en nom collectif”)
The main characteristic of the general partnership in Malta is that the partners have unlimited and joint several liability with respect to the debts and obligations of the partnership. The partners in a general partnership will be held liable for the debts of the partnership with all their properties. The Maltese general partnership is created by deed of partnership and must have at least two participants. The deed of partnership is drafted and signed by the partner and it must also be registered with the Maltese Trade Register. The information to be stated in the deed of partnerships are:
- – the names and residence of all partners,
- – the partnership’s name,
- – the registered office which must be in Malta,
- – the object of the partnership,
- – the contribution of each partner.
Also, if the partnership is concluded for a fixed period of time, the duration must be declared in the deed of partnership.
Establishing a limited partnership in Malta
The Maltese limited partnership (“en commandite”) will be registered under a partnership name which will be stated in the deed of partnership. Compared to the general partnership, a limited partnership will have one or more participants which will have joint and several liability for the partnership’s debts and limited partners which will be held liable for the amount they contributed with to the partnership.
The Maltese limited partnership is required to have at least one general and one limited partner. Maltese companies may also be general partners in limited partnerships. When it comes to the share capital of commercial partnerships in Malta, it may be divided into shares or only the value of the contribution of each partner may be declared in the deed of partnership.
For details about the advantages of setting up commercial partnerships, please contact our company incorporation agents in Malta.