17 Dec 2018 Setting up a Holding Company and a Special Purpose Vehicle
A Comparison between Malta and the Abu Dhabi Global Market
|Holding Company (Malta)||Special Purpose Vehicle (“SPV”) in Abu Dhabi Global Market (the “ADGM”)|
|Regulatory Regime||Regulated by the Registry of Companies (the “RoC”). The Companies Act, Chapter 386 of the laws of Malta.||Regulated by the ADGM Registration Authority (the “RA”). The ADGM Companies Regulations 2015 and The ADGM Commercial Licensing Regulations 2015.|
|Structure||Limited Liability Company.||Private Company Limited by Shares.|
|Disclosure of Information to Public||On the RoC website, the following information will be disclosed and available for the public to view:
|On the ADGM website, the following information will be disclosed and available for the public to view:
|Approval Process||Provide Documents to RoC in hard copies.||
|Timeline for Incorporation||Four (4) to seven (7) working days for the holding company to be registered with the RoC.||Three (3) to five (5) working days for the SPV to be registered with the RA.|
|Minimum Share Capital||EUR 1,200||Discretion to set the minimum share capital is left on the SPV shareholders.|
|Registration Fee||The registration fee varies depending on the desired authorised share capital of the holding company:
|The following initial fees apply to SPVs in the ADGM:
|Annual Return Fee||The annual return fee varies depending on the desired authorised share capital of the holding company:
|The annual return fee for SPVs in the ADGM is USD 100.|
|Taxation||A holding company in Malta is subject to tax on income less deductible expenses at the corporate income tax rate of 35%.
Upon receipt of a dividend, the shareholders of the holding company would be eligible to claim a refund of all or part of the tax paid, depending on the type and source of income received in line with one of the below refunds:
Please note that this information does not constitute tax advice.
|Existence of a Double Tax Treaty with Angola||No.||Yes, signed on 2 February 2018 but has not entered into force. Read more here.|
|Debt to Equity Ratio||No.||No.|
|Audit Requirements||Yes – Every company incorporated in Malta is required to prepare a set of audited financial statements every year and file them at the RoC.||No.|
|Accounting Standards||Default Standard – International Financial Reporting Standards (IFRSs).
Certain companies that do not exceed certain thresholds can also have their financial statements prepared in accordance with General Accounting Principles for Small Entities (GAPSE).
|International Accounting Standards and International Financial Reporting Standards.|
|Balance Sheet Requirement||Yes. This is to be included in the audited financial statements.||Yes, requirement to file accounts and financial statements with the RA.|
|Local Bank Account||No specific requirement to open a bank account in Malta.||No specific requirement to open a bank account in Abu Dhabi.|
|Governing Law and Jurisdiction||Maltese.||Common law.|
Structuring and incorporation of financial and non-financial institutions in the DIFC.