Introduction of Shipping and Aviation Cell Companies Regulations
On the 16th June 2020, the Maltese Government introduced new regulations entitled the Companies Act (Shipping and Aviation Cell Companies) Regulations (L.N. 248 of 2020). By means of these new regulations, shipping and aviation companies will now have the possibility of creating cells for the purpose of segregating and protecting cellular assets, whilst retaining their status as a single legal person.
Prior to the enactment of these regulations, such structures were only available to companies in the fields of insurance and securitisation. However, following the success which these types of cell companies enjoyed, the regime has now been extended to the shipping and aviation industries.
A company can either be constituted as a cell company or else converted into one (if so authorised by its Memorandum and Articles of Association), and can create within itself one or more cells for the purposes of segregating and protecting its cellular assets.
Such cell companies will be distinguished from other companies by their name, which will need to include the words “Mobile Assets Protected Cell Company” or “MAPCC”. Furthermore, each cell of a cell company shall have its own distinct name or designation.
The assets of a cell company shall be either cellular assets or non-cellular assets. The assets attributable to a cell of a cell company comprise assets represented by the proceeds of cell share capital and reserves attributable to the cell and all other assets attributable to the cell.
The directors of such cell companies shall keep:
- Cellular assets separate and separately identifiable from non-cellular assets;
- Cellular assets attributable to each cell, separate and separately identifiable from cellular assets attributable to other cells; and
- Separate records, accounts, statements and other documents as may be necessary to evidence the assets and liabilities of each cell, as distinct and separate from the assets and liabilities of other cells in the same company.
A cell company may, in respect of any of its cells, create and issue shares (“cell shares”), the proceeds of the issue of which shall form part of the cellular assets attributable to the cell in respect of which the cell shares were issued. A cell company may also pay a dividend in respect of cell shares.
A cell company must inform, in writing, any person with whom it transacts that it is a cell company.
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