Malta has a wide and rich history in commercial legislation, to the extent that Malta’s Legal System is commonly referred to as a hybrid system. In fact, its origin can be traced to the Ordinance XXIII of 1875 and was also heavily influenced by the French Commercial Code of 1807.
The Companies Act, Chapter 386 of the Laws of Malta is mainly responsible for regulating the Commercial Partnerships Ordinance and the three forms of Commercial Partnerships; Partnership en Nom Collectif, Partnerships en Commandit and Limited Liability Company. Partnerships en Nom Collectif and en Nom Commandit are referred to as being constituted by Deed of Partnership. Whereas the Limited Liability Company may be established by means of the Memorandum and Articles of Association.
All three partnerships have a common feature, that being that they are companies that have legal personalities. However, with regards to a Limited Liability, it is the only one which actually grants limited liability to all its shareholders or partners.
In addition, there are certain features that are similar to all forms of commercial partnership, namely that each company must be registered with the Registrar of Companies today referred to as the Malta Business Registry. An initial fee upon registration must be paid followed by additional documents that need to be submitted in terms of due diligence obligations.
The personality for legal purposes is separate and distinct from that of its the shareholders/partners that would have formed it. In respect of legal personality, all three types of commercial partnership give this level of recognition. In fact, Article 4(4) of the Companies Act clearly establishes this distinction between the legal personality of a commercial partnership and that of its member(s). This legal personality will cease to exist once the name of the commercial partnership is struck off the registry.
A partnership en nom collectif and one en commandite may be formed for the exercise of one or more acts of trade. Whilst in the case of a limited liability company in terms of the Companies Act may be formed for any lawful purpose and shall have the status of –
a) a public company; or
b) a private company.
A commercial partnership may not to be registered under a name which is the same or identical to that of another partnership. This will be determined by the Registrar himself. The Registrar of Companies can also refuse to accept certain names if they are somewhat offensive or if the name has been reserved for another partnership.
