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Cell Companies in the Shipping and Aviation Sectors

Cell Companies in the Shipping and Aviation Sectors

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Cell Companies in the Shipping and Aviation Sectors

date

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  • News

reading time

3 minutes

In June 2020, the Companies Act (Shipping and Aviation Cell Companies) Regulations (S.L. 386.22) were implemented into Maltese law. These regulations provide for the incorporation of cell companies in the shipping and aviation sectors. Unlike a limited liability company, a cell company has a distinct structure which allows for the creation of multiple ‘cells’ within one entity, each cell having its own assets and liabilities and being separate and distinct from the other cells within the entity, while retaining one legal personality. This supports the concept of patrimony segregating, a well-established practice in the international shipping and aviation sectors.

Due to the cell company retaining one legal personality, the directors are responsible for ensuring a distinction between the cellular and non-cellular assets through the maintenance of separate records, accounts, statements, and relevant documentation, which are important for the required separation between the cells. Cell companies may obtain any license or authorization under any law to carry out specific activities as any other form of company would, and such a license would apply to all cells within the company.

A company may specifically be set up as a cell company, or, if its memorandum and articles allow it, it may be converted to one. All cell companies must bear the designation ‘Mobile Assets Protected Cell Company’ or ‘MAPCC’ in their name, and each cell within the company must have a unique name or designation. A cell company must always indicate in all business letters and forms that it is a cell company and shall inform any person dealing with a particular cell of the company, if that is the case, that the transaction is in fact specific to that cell. In addition, creditors of a particular cell shall have recourse to cellular assets attributable to that cell only and not to any other cell or non-cellular assets of the company, thereby segregating claims and liabilities.

Following the establishment of the MAPCC, cells are created through a decision of the directors, which must be submitted to the Malta Business Registry for registration. Should a company be converted to a cell company, its directors must, within 40 days, resolve to attribute assets of the company to particular cells. Such a decision must be notified to the Registrar within 14 days for publication and such assets are only considered cellular assets upon publication of a notice by the Registrar.

A cell company may issue cell shares for any of its cells, with the proceeds of such constituting cell share capital, which shall then comprise cellular assets falling under the respective cell. Furthermore, a cell company may issue cellular dividends derived from the assets and liabilities or the profits in each cell. In such a case, when issuing cellular dividend, only the financial position of the cell shall be considered, and not the financial position of the other cells or the non-cellular assets.

The benefits of cell companies are numerous:

  • Cell companies benefit from a favorable tax imputation system.
  • Cells are easily and swiftly set up, thereby waiving the administrative burden and additional costs of establishing a new company.
  • Each cell has a distinct patrimony from each other cell. Any claims relating to a cell are limited to its own assets, and the assets of other cells within a MAPCC remain protected.
  • A cell company has a single board of directors and one memorandum and articles of association constituting it. This means that administrative matters are unified, thereby reducing the challenges faced by groups with multiple companies.
  • A single operational license applies to the whole cell company, reducing the need for multiple licenses, thereby reducing administrative work.

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Yanika Ciantar-Barbara

Lawyer

Dr. Ciantar-Barbara is an experienced lawyer specialising in corporate and commercial law. She graduated with a Doctor of Laws degree from the University of Malta in 2012 and went on to obtain a Master of Laws (LL.M.) in Corporate and Commercial Law from Queen Mary, University of London in 2014.

With over a decade of experience at a leading Big Four firm, Dr Ciantar-Barbara has advised a wide range of local and international clients on complex company law matters. Her practice covers all stages of a company’s lifecycle, including formation, continuation, restructuring, cross-border mergers and divisions, acquisitions, and liquidations. She also assists clients with their day-to-day corporate governance and compliance obligations, including beneficial ownership requirements and statutory reporting.

In addition to her core focus on corporate law, Dr Ciantar-Barbara has handled various employment law matters, offering guidance on issues such as employment contracts and
workplace policies.

Proud member of the Chamber of Advocates and the Institute of Financial Services Practitioners.

Yanika Ciantar-Barbara

Legal Consultant

Dr. Ciantar-Barbara is an experienced lawyer specialising in corporate and commercial law. She graduated with a Doctor of Laws degree from the University of Malta in 2012 and went on to obtain a Master of Laws (LL.M.) in Corporate and Commercial Law from Queen Mary, University of London in 2014.

With over a decade of experience at a leading Big Four firm, Dr. Ciantar-Barbara has advised a wide range of local and international clients on complex company law matters. Her practice covers all stages of a company’s lifecycle, including formation, continuation, restructuring, cross-border mergers and divisions, acquisitions, and liquidations. She also assists clients with their day-to-day corporate governance and compliance obligations, including beneficial ownership requirements and statutory reporting.

In addition to her core focus on corporate law, Dr Ciantar-Barbara has handled various employment law matters, offering guidance on issues such as employment contracts and workplace policies.

Proud member of the Chamber of Advocates and the Institute of Financial Services Practitioners.

Valeriia Simutina

Valeriia Simutina

Office Administrator

As the Office Administrator at Vaia Legal, Valeriia ensures that the firm’s operations run smoothly and efficiently. She specializes in administrative coordination, office management, and business support, allowing the legal team to focus on delivering top-tier services to clients.

Holding a degree in Marketing from Kyiv University, she brings strong organizational and communication skills to her role. Since moving to Malta in 2022, she has been actively involved in office administration, supporting the firm with structured processes and strategic planning. Her ability to anticipate operational needs and implement effective solutions makes her an invaluable part of the Vaia Legal team.

Giovana Cauchioli

Legal Administrator

Giovana Cauchioli joined Vaia Legal as a Legal Administrator, bringing a strong background in legal operations and compliance. She graduated with a Bachelor of Law degree from Universidade Presbiteriana Mackenzie in 2019 and was admitted to the Brazilian bar in the same year. With several years of experience in litigation and general contracts, Giovana has developed a solid understanding of legal frameworks and regulatory processes.

Her professional experience covers various legal sectors, allowing her to provide valuable support in legal administration, contract management, and compliance-related matters. Throughout her career, she has refined her ability to assist in structuring efficient legal processes and ensuring that regulatory requirements are met.

At Vaia Legal, Giovana plays a key role in facilitating legal operations, ensuring that the firm’s work is carried out smoothly and efficiently. Her analytical approach, attention to detail, and commitment to excellence contribute to the firm’s ability to deliver high-quality legal services to its clients.

Dr. Katrina Abela

Founder

Seasoned Lawyer, specializing in Maritime and Aviation Law, having graduated from the University of Malta in 2013. Experienced in yacht and aircraft sale and purchase transactions as well as ownership structures, customs importations, and registration. Successfully assisted several companies in acquiring a Maltese Air Operator’s Certificate, as the key link between the applicant and local authorities, while also consulting on regulatory matters.


Specialties: Commercial Agreements, Sale and Purchase Transactions for Vessels and Aircrafts, Regulation of Aircraft Customs and VAT Status, Importation and Registration matters, AOC applications, Ownership structures and others



Proud member of the Chamber of Advocates, Malta Business Aviation Association, Malta Maritime Law Association and the Advocacy Committee of the European Business Aviation Association.