Maltese Shipping Organisation (Private, Limited Liability Company)
Alternatively, vessels may be registered in the name of a Maltese shipping organization which is a private limited liability company. A shipping organization incorporated pursuant to SL 234.42 Merchant Shipping (Shipping Organisations - Private Companies) has a legal personality distinct from that of its member or members, and such legal personality shall continue until the name of the company is struck off the register, whereupon the company ceases to exist. A company may also be constituted by and have a single member who shall exercise the powers of the general meeting of the company. Moreover when a single member of a company is also the sole director of the company, all regulations and clauses in the M&A relating to general meetings shall be deemed to refer to the board of directors, and resolutions of the board of directors shall qualify as general meetings resolutions when the latter are required by law or the articles of the company. There is no statutory requirement for a company secretary to be appointed.
The memorandum of a shipping organization shall state, that it is a shipping organization for the purposes of the Act, it is a private company, the name and residence of each of the subscribers, name of the company, registered office in Malta and the objects of the company shall be limited to one or more the activities referred to in Article 84Z of the Act along with the amount and denomination of the share capital and the name and residence of the directors. It is also customary for the memorandum of a shipping organization to appoint one or more special attorneys in fact to represent the company with the Maltese authorities. The Memorandum and Articles must also provide for restrictions on the free transfer of shares given their status of private companies.
The minimum authorized shall capital of a shipping organization shall not be less than €1,164.69 andat least 20% of the nominal value of each share taken up shall be paid up on the formation of the company. The share capital may be denominated in any convertible currency. Shares may not be issued to bearer.
Shares held in Shipping Organizations may be pledged by their holder in favour of any person as asecurity for any obligation.
From a compliance perspective, shipping organizations are required to file an annual return with the Registrar of Companies as well as an annual income tax return or declaration in lieu of a tax return, as the case may be, with the Commissioner For Revenue. Moreover, shipping organizations owning or operating a tonnage tax ship must also file an annual TM Return. Shipping Organizations are also obligated to prepare annual audited financial statements to be filed with the Registrar of Companies.
