The introduction of such Regulations gives a Company the possibility to set up a number of cells for companies carrying out shipping or aviation business as defined in terms of Article 84E of the Companies Act that is:
- The ownership, operation under charter, lease or otherwise, administration and management of any ship or of any aircraft or aircraft engine and the carrying on of all ancillary financial, security, commercial and other activities in connection therewith; or
- The holding of shares, directly or indirectly as a parent company, in an undertaking established mainly to carry out the activities referred to above; or
- The raising of capital through loans, the issue of guarantees or the issue of securities by an undertaking when the purpose of such activity is to achieve the objects or activities stated above for the undertaking itself or for any other undertaking within the same group.
Cell Companies are distinguishable from other Companies. The name of a cell company which is formed or constituted or which may be converted from an existing company for the purpose of conducting shipping or aviation business shall include the expression “Mobile Assets Protected Cell Company”, or “MAPCC”.
An MAPCC cell shall not constitute a separate and distinct legal person, but may be used to effectively segregate and protect the cellular assets of the MAPCC.
The Directors of an MAPCC must maintain a clear, constant, and identifiable distinction between its cellular assets and its non-cellular assets. The Directors shall also be required to maintain separate records, accounts, statements, and other documents as may be necessary in order to maintain a clear distinction between the assets and liabilities of each unique MAPCC cell. The Directors and Company are obliged to inform third parties that they are dealing with a cell company
Cell shares may be issued by the MAPCC in respect of any of its cells with the proceeds of those issued cell shares constituting cell share capital. A cell company may issue cellular dividends by reference to the cellular assets and liabilities or the profits attributable to that particular cell. Only cellular assets of that attributable to that cell shall be used to satisfy the liabilities which may arise.
Moreover, Cell companies and their cells shall comply with the provisions of Companies Act (Register of Beneficial Owners) Regulations which shall be applicable mutatus mutandis to cell companies and their cells.
For more information, please contact Rishi Bonello: r.bonello@rosemont.com.mt
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