The Maltese Companies Act allows for the formation of two partnerships: en commandite (commonly known as “limited partnership”) or en nom colleftif (commonly known as “general partnership”). A Maltese partnership has its own separate legal personality distinct that from its partners and is capable of owning and holding property under any title at law or be sued.
General partnership vs limited partnership
The principle difference between the two types of partnerships lies in the liability of the partners. In the case of the general partnership the liability of the partners is unlimited, whilst in the case of the limited liability partnership only the general partners is unlimitedly liable, whilst the limited partner's liability is limited to the amount of the contribution made to the partnership.
It is also worth noting that in case of limited partnerships, the general partner is not usually involved in the management of the partnership.
Furthermore, the limited partnership can be established with variable share capital, in which case such partnership has to meet certain obligations established under the Act.
Partners to the partnership can be both individual and legal persons, provided that In case of a general partnership, the obligations of the partnership are guaranteed by unlimited, joint and several liability of the general partners. At least one of the general partners shall be either individual or body corporate which has its obligations guaranteed by the unlimited and joint and several liability of one or more of its members.
Name of the partnership
A partnership can reserve its name for not more than three months before the date of the registration of the partnership, provided that a limited partnership has the words “Limited Partnership” or its abbreviation “LP” or “L.P.” feature after its name. In case of partnerships with variable share capital, it is required to add the words “with variable share capital” or by “VC”, or “V.C.” to the words “Limited partnership” or its abbreviation.
In order to register a partnership in Malta, a partnership deed together with the paid up contribution and the KYC documentation on the partners of the partnership must be submitted to the Registry of Companies in Malta.
The partnership deed
The partnership deed may wary depending on the type of partnership, however it must state the following: the name and residence of the partners, the name of the partnership, its registered office in Malta, its objects, the contribution of each partner, the period, if any, fixed for the duration of the partnership. In case of a limited liability partnership, the deed must also specify the limited partner and the general partner, who shall be liable unlimitedly.
The registration fee of the partnership is the same as of the registration fee of the company, depending on the amount of the contribution made. The fee starts at € 245 with the maximum set at € 2,250.
Taxation of partnerships In Malta
In terms of Maltese Income Tax Act, a partnership is treated as transparent for tax purposes, unless it elects to be treated as a company in terms of the Income Tax Management Act. The profits and gains of a tax transparent partnership are taxed in the hands of the partners at their applicable personal tax rate. Thus, although the computation of the taxable income is calculated at the level of the partnership, each of the partners would need to declare their share of profits in their personal tax returns.
In cases where a limited partnership has elected to be treated as a company for income tax purposes, all relevant provisions of the income tax laws would be applicable to such a partnership in an identical manner.
Associate Director, Taxation Department
KPMG in Malta
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