Malta · Partnerships, limited partnerships and oversea companies

Run an association en participation or register the branch of an oversea company

the Companies Act, Chapter 386 · articles 377, 380 and 383, and articles 385, 386, 387 and 399A

An association en participation has no legal personality and no register entry, so the only protection either side has is the instrument in writing that article 383 requires. Management sits where article 380 puts it, and the associating party has no rights beyond those article 377 allows unless the agreement says otherwise.

The branch of an oversea company is the opposite case: everything is on the register and everything has a deadline. Registration on establishing a branch, notice of every alteration to the constitutional documents, the accounts within twelve months of the period end and notice of closure within one month are four separate filings.

Saving any agreement to the contrary, the associating party may not have the rights excluded by article 377. The management of the business or of the transactions in respect of which the association is constituted is governed by article 380. An association en participation must be constituted by an instrument in writing as article 383 requires.

Oversea companies which, on or after the appointed day, establish a branch or place of business in Malta must deliver the documents required by article 385(1), and oversea companies constituted or incorporated outside Malta which did so before that day are subject to article 385(2). If any alteration is made in the charter, statutes or memorandum and articles, or in the other matters listed in article 386, notice must be delivered as that article requires.

Every oversea company must, within twelve months from the end of each accounting period, deliver the balance sheet, profit and loss account and notes required by article 387(1). Article 387(2) applies notwithstanding that the balance sheet, profit and loss account and notes are as described in that provision. If any such document is not written in the language required, article 387(5) applies.

An oversea company must, within one month of the closure of its branch or place of business, deliver the notice required by article 399A(1)(a). Where an oversea company constituted or incorporated outside Malta is in the position described in article 399A(1)(b), that provision applies. A person appointed to be the liquidator of an oversea company must act within the period and in the manner required by article 399A(2)(a) and (b).

Files 70 and 71 of the MT-COMPANY pack cover two forms that sit outside the ordinary company. File 70 asks whether the association en participation is constituted by an instrument in writing as article 383 requires, where management sits under article 380 and what the agreement says about the associating party's rights under article 377. File 71 takes the branch of an oversea company through its four filings: the registration under article 385, notice of every alteration under article 386, the accounts within twelve months of the period end under article 387(1), and notice of closure within one month under article 399A(1)(a). It asks for the date of each event and the date of each delivery so that both periods can be measured.

This situation is covered by these files from the pack MT-COMPANY

• File 70 · The association en participation
• File 71 · The oversea company: registration of a branch, alterations, accounts and closure

ComplianceSME tracks the Companies Act and issues update files through the membership, so that you are never working from a superseded version. Membership

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