Malta has introduced the concept of “Cell Companies” way back in 2004 and has since evolved into a number of cell company structure variants. This concept provides for the creation of an unlimited number of Cells enjoying a platform-like model.
Malta’s Cell Company Offering
SICAV ICC & Recognised Incorporated Cell Company (RICC)
The Companies Act (SICAV Incorporated Cell Company) Regulations came into effect by LN 559 of 2010. Such legislation provides for the registration and licensing of Incorporated Cells (IC) within an Incorporated Cell Company (ICC). In such a scenario, the regulations cater for two categories of ICCs, namely:
- A SICAV ICC;
- A Recognised Incorporated Cell Company (RICC).
The SICAV ICC is limited to the carrying out of the activities of a Collective Investment Scheme as defined under the Investment Services Act. On the other hand, a RICC is established with the primary intention of providing administrative services to the Incorporated Cells within the platform. An advantage carried by Incorporated Cells in a SICAV ICC / RICC when compared to a sub-Fund within an Umbrella Scheme is that each IC is ring-fenced whereas a sub-Fund of an Umbrella Scheme carries a separate patrimony of assets and liabilities.
Protected Cell Companies (PCC)
The concept of a Protected Cell Company applies to insurers, reinsurers, captives, brokers and managers in Malta subject to the Companies Act (Cell Companies Carrying on Business of Insurance) Regulations as introduced in 2004.
Unlike a SICAV ICC and a RICC, a PCC and its Protected Cells (PCs) are a single legal personality. However, for Malta Tax purposes, the PCC is considered as distinct from its PCs. This means that a separate Malta Tax Return is to be filed annually.
Why Malta for a Cell Company?
Malta is one of the few EU member states that have separate governing legislation for both the Incorporated Cell Company model and the Protected Cell Company structure. Additionally, being an EU member state, benefiting from political and economic stability, a robust banking system, a wide double taxation treaty network, whilst still being a cost sensitive option would make Malta on the forefront for Cellular Company projects.