1. Setting up a Company Dr. Michelle Buontempo Malta Financial Services Authority

2.  licensing authority and regulator of: investment services investment services insurance business insurance business banking banking  place where all companies are registered 29 th September 2004Michelle Buontempo, MFSA

3. Powers of a regulator  to licence operators  to supervise operators  investigate complaints  withdraw or suspend licences 29 th September 2004 Michelle Buontempo, MFSA

4.  MFSA is the place where all companies are registered – to be validly set up a company must be registered  Regular duties of companies  Info about companies accessible through MFSA 29 th September 2004Michelle Buontempo, MFSA

5. What is a limited liability company?  A company is a means by which a group of people, sharing a common objective, pool in their resources and create a new entity through which they intend doing business  A company can be set up for various reasons – from operating a shop to dealing in immovable property  A company is a legal entity distinct from that of its members – enjoying rights and subject to duties 29 th September 2004Michelle Buontempo, MFSA A company is often described as an “artificial person” in contrast with a human being, a “natural person”

6. What is a limited liability company?  A company is a means by which a group of people, sharing a common objective, pool in their resources and create a new entity through which they intend doing business  A company can be set up for various reasons – from operating a shop to dealing in immovable property  A company is a legal entity distinct from that of its members – enjoying rights and subject to duties “A company has no soul to be saved or body to be kicked”

7. Advantages of setting up a company  Limited liability of shareholders the shareholders are not liable for its debts the shareholders are not liable for its debts Creditors may only be paid out of the property of the company Creditors may only be paid out of the property of the company  Company provides certain continuity: shareholders may come and go but a company can go on for ever. During the II World War all the shareholders of a private company while in a general meeting were killed by a bomb. But the company survived  Transferable shares A shareholder can easily transfer his interest in a company to another investor A shareholder can easily transfer his interest in a company to another investor 29 th September 2004Michelle Buontempo, MFSA

8. Structure of a company  Shareholder: Person who invests money in a company - in return he obtains shares shareholders have the power to appoint and remove directors shareholders have the power to appoint and remove directors shareholders of a private company: may have 1 to 50 shareholders shareholders of a private company: may have 1 to 50 shareholders 29 th September 2004Michelle Buontempo, MFSA

9. Structure of a company  Director: Person who is responsible for the management of the company on a day-to-day basis appointed by the shareholders appointed by the shareholders a private company may have any number of directors a private company may have any number of directors anyone can be a director of a company except minors or interdicted or incapacitated persons anyone can be a director of a company except minors or interdicted or incapacitated persons 29 th September 2004Michelle Buontempo, MFSA

10. Structure of a company  Company Secretary: has an administrative role in the company. this person is responsible for filing of documents with the MFSA this person is responsible for filing of documents with the MFSA appointed by the directors of the company appointed by the directors of the company  Representative: any person who may represent the company 29 th September 2004Michelle Buontempo, MFSA In most cases the shareholders, directors, representative and company secretary are one and the same person

11. Steps required to set up a company Idea Find shareholders Agree on certain matters name of co. activities of the co. directors secretary legal/judicial representative 29 th September 2004Michelle Buontempo, MFSA

12. Registration Procedure  Once this information is compiled, one can complete the document required to formally register the company i.e. the Memorandum & Articles of Association (M&A)  Signed by the shareholders and delivered to the MFSA for registration  Registration fee of Lm150 to Lm750, depending on the capital of the company  Time required to register the company may be as little as 24 hours 29 th September 2004 Michelle Buontempo, MFSA

13. Ongoing Duties Incorporation of a company brings with it certain formalities, publicity and expense  Every year directors of the company must file with MFSA the financial statements which are accessible to the public  Every year an annual registration fee of Lm70 to Lm420 depending on the capital of the company  This is the price to pay for limited liability 29 th September 2004 Michelle Buontempo, MFSA

14.  Q: What do you need to open a company?  A: A Lawyer