We are an independent global specialist in the administration of traditional funds and alternative assets with a particular specialism in private equity and real estate.
CRS & FATCA
We can support your fund through its entire lifecycle and the growth of your business. We provide a comprehensive range of private equity solutions delivered from key onshore and offshore jurisdictions to leading companies investing in a broad range of industries.
Our Fund Services Division has a proven track record in providing a broad range of fund services where the asset class is real estate.
JTC’s strong track record in operating at the leading edge of alternative asset classes continues with its innovative and market-leading capabilities in the emerging sphere of cryptocurrencies.
JTC Fund Services can offer a fully AIFMD-compliant ManCo service. The activities of the ManCo include providing a portfolio management, risk management and oversight function.
We have a deep understanding of listing funds on internationally recognised stock exchanges and the ongoing regulatory requirements of administering listed funds.
As a truly independent fund administrator you can be reassured that your fund administration requirements are entrusted to people that care about your investment structures.
We will project manage your application and guide you through the process and co-ordinate the various advisors to assist with the fund launch and strive to ensure everything happens within the expected timescales.
We offer a transparent, proactively managed range of cash management, foreign exchange and lending services, supported by a dedicated team of experienced professionals.
JTC Corporate Services provides a comprehensive range of corporate and fund services from key onshore and offshore jurisdictions to leading companies in their field of expertise.
We provide corporate finance services for corporate and institutional clients including debt capital solutions, treasury and escrow services.
We provide employee benefit structures, administration services to ensure employees get maximum value from the plans that organisations put in place.
Global experience in this dynamic asset class, spanning our corporate, funds and private client divisions.
JTC Fiduciary Services specialises in protecting and nurturing your private capital in real estate, financial and non-financial assets across countries and generations.
Superior service delivered by industry leading experts for private individuals, entrepreneurs and their families.
We provide a tailored range of private office solutions that work effectively for each family, from generation to generation.
We are able to partner with corporate and institutional wealth providers to complement their service offering by providing trust and company services.
In an age of truly international mobility, we also offer market-leading citizenship-and-residency-by-investment solutions via a strategic alliance with market-leading provider Henley & Partners.
JTC has extensive cross-jurisdictional experience and expertise in working with institutional and private clients in Africa, Americas, Asia, Australasia, Caribbean, Channel Islands, Europe, Middle East, Russia & CIS and the United Kingdom.
Call +44 1534 700 000Email us Our Global Network
15 Jun 2017
Date: 26 October 2017
Location: The Wardorf Hilton, London
7 Mar 2017
18 May 2017
We are JTC, an independent, award-winning provider of fund, corporate and fiduciary services to institutional and private clients.
We value shared ownership, we put relationships first, we invest in our people, we embrace technology. We are JTC.
To build partnerships with our clients that enable them to focus on their core business.
We live and breathe our values and together they form our unique culture and JTC DNA.
JTC’s shared ownership philosophy extends to the communities where we live and work.
Established in 1987, we are proud of our history and excited about our future.
Join a dynamic team at JTC where everyone is dedicated to continuously delivering a service beyond our clients' expectations.
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We want everyone, wherever they work in the JTC network, to be able to develop the skills and knowledge that they need to be excellent in our world and we deliver this to our team through the JTC Academy.
JTC Gateway offers our people the opportunity to develop their careers by working in Group locations across the world.
JTC is committed to the policy of equal treatment of all its employees and requires all employees of whatever grade or authority, to abide by and aspire to this general principle.
We have a highly qualified and multilingual workforce. In 1998 we created the JTC Employee Benefit Trust, which turned our employees into stakeholders. This enables us to attract and retain the best people, whilst keeping them absolutely motivated and dedicated to our clients.
In 2014 this belief in share ownership was embedded further into the JTC culture with the equity for all scheme, allowing all permanent members of staff the opportunity to invest in the future of their company. That helps explain why they are so dedicated and care so much about their client’s work.
Our shared ownership culture benefits our clients.
JTC is an international organisation with global reach and true cross border capability. We are proud of our ability to provide the best solutions for clients irrespective of geography.
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uk - London
USA - Miami
USA - New York
Malta’s Companies Act, Chapter 386 of the laws of Malta is principally based on English company law and is in conformity with EU Directives. The Malta Financial Services Authority (MFSA) is the single regulator for financial services activities in Malta.
The Companies Act provides for three types of commercial partnerships:
A limited liability company can be of either a private nature or public nature.
Minimum share capital
€1,200 (or equivalent)
€46,600 (or equivalent)
Minimum paid up share capital
Minimum number of shareholders
Maximum number of shareholders
Different classes of shares permitted
Licenced fiduciary shareholding permitted
Corporate shareholders permitted
Local shareholders required
Local registered office address required
Minimum number of directors
Corporate directors permitted
Minimum number of company secretaries
Corporate secretary permitted
The objects of a limited liability company may comprise of any lawful purpose, although the main activities must be described in detail in the Memorandum of Association. A limited liability company can perform specific active (trading) or passive (holding) activities, or a mixture of both.
A company formation procedure is constituted by a Memorandum of Association being entered into and subscribed to by the shareholder/s and a certificate of registration being issued in respect thereof by the Registrar of Companies.
Documentation accompanying the Memorandum of Association includes:
Once the Registrar is in receipt of all the necessary documentation and information, the company may be formed in as little as 24 hours.
The company is required to hold its first Annual General Meeting (AGM) not later than 18 months after its registration. Thereafter, the company must hold a general meeting each year. Extraordinary General Meetings (EGM) may be convened by the directors at any time and as often as they think necessary.
In terms of Maltese company law, in case of a private company, a resolution in writing signed by all the shareholders shall be as valid and effective as if the same had been passed at a general meeting of the company duly convened and held.
Contrary to shareholders’ meeting, resolutions of the board are significantly less regulated, predominantly because the effective management of the company is entrusted to the directors as part of their core function. The board may convene board meetings at any time to resolve matters pertaining to the management of the company.
All companies are required to prepare Annual Returns upon each anniversary of the company’s registration, with a grace period for submission with the Registrar of Companies of 42 days. An annual fee is payable together with the Annual Return.
All companies are required to prepare and submit a copy of the annual accounts. Annual accounts should be accompanies by a local auditors’ report and the directors’ report.
Annually, 10 months after the end of the relevant accounting reference period, with a grace period for submission with the Registrar of Companies of 42 days.
Annually, 7 months after the end of the relevant accounting reference period, with a grace period for submission with the Registrar of Companies of 42 days.
A default financial year end of 31st December applies, unless the company elects otherwise.
A tax return must be filed within 9 months from the end of the financial year or 31 March of the following year, whichever is later. Any balance of tax due must be paid by the date the tax return is due.
A tax refund is considered to fall due when the company’s audited financial statements indicating the dividend distribution, as well as a complete income tax return, are submitted to the tax authorities. The tax refund will be paid in the same currency in which the tax is paid by the company within 14 days from when the tax is paid by the Company and a valid claim for refund is submitted to the tax authorities for processing.
Valued Added Tax (VAT)
VAT is a European-wide sales tax. The standard VAT rate in Malta is 18%. If a company makes taxable supplies in Malta or supplies services within the territory of another EU Member State, it will be required to register and account for Maltese VAT. On the other hand, if a company makes exempt without credit supplies only, then it cannot register for VAT.
Most registered companies are required to submit VAT returns on a quarterly basis.
A company may be dissolved and consequently wound up in the following cases:
Maltese company law extensively regulates each procedure. In the case of voluntary winding up, the assets of the company are realised and the proceeds, if any, are distributed. The company’s liabilities must be paid first, with any remaining surplus to be then distributed to the shareholders. If the assets are insufficient to pay the company’s liabilities in full, the creditors will only be able to receive part payment.
Once the Registrar of Companies is satisfied with all required documentation submitted with a view to requesting the company to be continued to Malta, a ‘Provisional Certificate of Continuation’ would be issued in favour of the company. Upon the issuance of the Provisional Certificate of Continuation, the company will be deemed to be validly registered as a Maltese company for all purposes of law and will therefore be capable of exercising all the processes of a company registered in Malta.
The aforementioned certificate is then converted into a ‘Certificate of Continuation’ upon the presentation of evidence that the company has ceased to exist in the foreign jurisdiction. As a result of the redomiciliation, the company will retain all the assets, rights, liabilities and obligations previously held or due by it.
Companies incorporated or constituted outside Malta may conduct business in or though Malta by using a branch or a place of business in Malta. If a branch of an oversea company is managed and controlled from Malta, and therefore, resident in Malta for tax purposes, it would be taxable in Malta only on income arising in Malta and on income arising outside Malta but if remitted to Malta. In this regard, such oversea companies may achieve certain fiscal advantages by splitting ‘registration’ and ‘domicile’ across two separate jurisdictions.
The oversea company is required to deliver to the Malta Registrar of Companies for registration certain prescribed documents, including an authentic copy of its charter, statutes or memorandum and articles of the oversea company, a list of the directors and company secretary, if any, or of the persons vested with the administration and representation of the oversea company.
Every oversea company shall, within 42 days from the end of the 10 month period, deliver to the Malta Registrar of Companies for registration annual accounts.
The affairs in Malta of a branch may be dissolved and its affairs could be wound up either voluntarily by its members or involuntarily by its creditors or otherwise by order of the court.
This publication is intended to provide an overview of the subject matter (errors and omissions excepted) and is not comprehensive in nature or to be construed as legal, tax or investment advice. We recommend that clients seek professional advice on any particular matter.
Managing Director - Malta
The entities within JTC Group, carrying on the regulated business of JTC Group, are duly regulated as appropriate by the British Virgin Islands Financial Services Commission; the Cayman Islands Monetary Authority; the Guernsey Financial Services Commission; the Jersey Financial Services Commission; the Commission de Surveillance du Secteur Financier and the Ordre des Experts-Comptables in Luxembourg; the Malta Financial Services Authority; the Financial Services Commission in Mauritius; the South African Financial Services Board as an authorised financial services provider; is chartered and regulated to provide trust services by the South Dakota Division of Banking in South Dakota (USA); as a member of l’Association Romande des Intermédiaires Financiers in Switzerland and is authorised and regulated by the Financial Conduct Authority in the UK.
L’Association Romande des Intermédiaires Financiers (ARIF) is a self-regulated agency approved by the Swiss Financial Market Supervisory Authority (FINMA) for the supervision of financial intermediaries referred to in Article 2 para. 3 of the Swiss Federal Act concerning the fight against money laundering and terrorist financing in the financial sector (LBA). ARIF is also recognised by FINMA as a professional organisation for the enactment of rules of conduct relating to the exercise of the profession of independent asset managers within the meaning of the Collective Investment Schemes Act (CISA).
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