New Companies Act (Shipping and Aviation Cell Companies) Regulations

9 July 2020

Amendments to the Companies Act have been made by LN 248 of 2020. This legal notice is entitled the Companies Act (Shipping and Aviation Cell Companies) Regulations.

Cell companies have already been successfully established under the Companies Act in the fields of insurance, securitisation vehicle and incorporated cell companies and incorporated cells to carry on any financial services business. The purpose of the amendments is to allow companies operating in shipping and aviation to also make use of such cell companies.

What is a Cell Company?

Cell companies can easily be identified as their name must include the words Mobile Assets Protected Cell Company or MAPCC. These may now be formed as per Article 84E of the Companies Act. If a company is already established, it may be converted to a cell company if it is allowed to do so by its memorandum and articles of association.

Cell companies are created for the purpose of sectioning off certain assets. Assets of cell companies are divided into cellular and non-cellular assets. The assets and liabilities of each cell, as well as the share capital and income of each cell, are kept distinct from other cells and non-cellular assets. This offers better protection from creditors as they may only seek compensation from that particular cell’s assets. Cell companies are thus obliged to inform third parties that they are dealing with a cell company. 

Although each cell is created to be distinct from other cells, this does not create a separate legal person from that of the protected cell company.

The regulations also cater for transfer of cellular assets from cell company, liquidation of cell companies and cells.

How can we help?

Our local and international training means that the AE team are perfectly positioned to give you all the assistance you require to set up your business in Malta. We help stakeholders to benefit from Malta’s favourable corporate tax laws, while also handling all aspects of company formation and structure. Each company is unique in its circumstances, a fact which we take into account ahead of proposing a particular structure or strategy. AE’s approach involves a dedicated team to offer both legal and accounting advice together with company administration. This results in a seamless business service that eliminates unnecessary costs and maximises on value and efficiency. While Malta certainly presents a favourable option, AE is also fully equipped to help clients form companies in other jurisdictions, such as Cyprus and the UK. As the Multilaw agency for Malta, AE benefits from an international network of correspondent offices.