Malta · Partnerships, limited partnerships and oversea companies

Form and run a Tenth Schedule Limited Partnership

the Companies Act, Chapter 386 · Tenth Schedule, paragraphs 4 to 7, 10 and 12 to 15, 17 to 20, 22 and 23, 32 and 33, 34 and 35, 36 to 38, 41 and 42, and 43

The Tenth Schedule Limited Partnership is a separate form with its own code, so the articles of the Act apply only where the Schedule applies them. The Partnership Deed and the Partnership Registration Document are two different documents, and the deed must be signed by at least the persons paragraph 7(2) names.

The second trap is the records. The partnership must keep the documents listed in paragraph 22(1) at the registered office, must maintain proper accounting records under paragraph 23(1), and the general partners must prepare individual accounts giving a true and fair view under paragraph 23(2) and (3). A Variable Capital, Multi-Class or Multi-Fund Limited Partnership carries further duties on top of those.

A Limited Partnership may be formed by two or more partners, at least one of whom is a general partner, as Tenth Schedule, paragraph 4(1) provides. Each general partner must satisfy the eligibility criteria in paragraph 5(1)(a)(iii), and each limited partner must contribute or agree to contribute as paragraph 5(1)(b)(ii) requires and satisfy the criteria in paragraph 5(1)(b)(iv); the contribution may be satisfied as paragraph 5(3) allows. The name is governed by paragraph 6(1), subject to paragraph 6(4) on the name of a limited partner. A Limited Partnership is not validly constituted unless a Partnership Deed is entered into (paragraph 7(1)), the deed being in writing and signed as paragraph 7(2) requires, with a Partnership Registration Document signed as paragraph 7(3) requires.

Unless the Partnership Deed provides otherwise, any alteration or addition is made as paragraph 10(1) provides, and the partnership must deliver to the Registrar the document required by paragraph 10(2). Where the change consists of the replacement of a partner, paragraph 10(3) applies, and where the fixed duration is extended, paragraph 10(5). A Limited Partnership may not be bound in favour of third parties except as paragraph 12(1) allows. Any return, notice or other communication to the Registrar is made as paragraph 13 requires. A general partner acts under paragraph 14(1) and, save as expressly provided, paragraph 14(5). A limited partner may not perform any act of administration nor transact business as paragraph 15(1) prohibits.

A person ceases to be a limited partner in the cases in paragraph 17(1), and ceases to be a general partner in the cases in paragraph 18(1), with paragraph 18(2) governing the curator and paragraph 18(3) the consequences; in the case in paragraph 18(1)(a) the duty in paragraph 18(4) also applies. Subject to the Partnership Deed, paragraph 19(1) governs the admission of new partners. An assignment by a limited partner of his interest is governed by paragraph 20(1)(b)(ii), and the agreement or instrument of assignment must comply with paragraph 20(2).

A Limited Partnership must maintain at the registered office the documents listed in paragraph 22(1), kept as paragraph 22(2) requires, with paragraphs 22(5) to (7), (9) and (11) governing an alternative place, the copies of accounts and returns, the accounting records and the duty to allow inspection. Every Limited Partnership must maintain proper accounting records under paragraph 23(1), the general partners must prepare individual accounts for each accounting period under paragraph 23(2), those accounts must give a true and fair view under paragraph 23(3) and be drawn up under paragraph 23(4), with paragraphs 23(5) and (6) applying in the cases they name, and the balance sheet dealt with under paragraph 23(8).

The accounting records and documents of the Limited Partnership are kept as paragraph 32(1) to (4) requires. A Non-Share Capital Limited Partnership may change its status under paragraph 33(2) and a Share Capital Limited Partnership under paragraph 33(3), the partnership then acting under paragraph 33(4), with the change taking effect as paragraph 33(5) provides.

A Variable Capital Limited Partnership is governed by paragraph 34(1), with articles 116(1), (2) and (5) and article 117 applied by paragraph 34(2) and article 127(1) and (3) to (6) applied by paragraph 34(3). Its Partnership Deed must contain the additional matters in paragraph 35(2), its name is subject to paragraph 35(3), and no other person may use that description as paragraph 35(4) prohibits. It may not issue partly paid up shares (paragraph 35(5)), and shares purchased are treated as paragraph 35(7) provides.

A Multi-Class Limited Partnership may not elect for the segregation prohibited by paragraph 36(4), and where its capital is denominated in different currencies paragraphs 36(5) and (7) apply, with paragraph 36 applying mutatis mutandis as stated there. A Multi-Fund Limited Partnership is subject to paragraph 37(4), (5) and (7), and its general partners to paragraph 38(3), with paragraph 38(4) applying where a Variable Capital Limited Partnership is established as a Multi-Fund partnership. A contribution other than in cash is governed by paragraph 41(1), with the report required by paragraph 41(2) and the further requirements in paragraphs 41(3), (4) and (6). Shares issued at a discount beyond what is permitted are dealt with under paragraph 42(2), and the conditions must be disclosed under paragraph 42(3). Notice of a pledge is delivered under paragraph 43(3), the pledge is effective against third parties as paragraph 43(4) provides, and paragraphs 43(8), (9), (11) and (12) govern the pledgee's rights and the notice of termination.

Working files 76 to 84 of the MT-COMPANY agent toolkit cover the Tenth Schedule Limited Partnership and nothing else. Working files 76 and 77 check the number and eligibility of the partners, the Partnership Deed and the Partnership Registration Document, and every alteration delivered to the Registrar. Working file 78 walks each cessation, admission and assignment of an interest. Working files 79 and 80 audit the documents held at the registered office, the accounting records, the annual accounts and any change of status. Working files 81 and 82 add the duties of a Variable Capital, Multi-Class or Multi-Fund partnership, including the segregation of accounts and the currency conversion rules. Working files 83 and 84 take contributions other than in cash, the report required before they are made, and every pledge of securities with its two notices to the Registrar.

• Working file 76 · Limited Partnership: formation, the partners, the name and the Partnership Deed
• Working file 77 · Limited Partnership: changes to the Partnership Deed, administration and representation
• Working file 78 · Limited Partnership: cessation of partners, admission of new partners and assignment of interests
• Working file 79 · Limited Partnership: documents kept at the registered office and the annual accounts
• Working file 80 · Limited Partnership: change of status and the keeping of records after dissolution
• Working file 81 · The Variable Capital Limited Partnership, and the provisions of the Act applied to a Limited Partnership
• Working file 82 · The Multi-Class and Multi-Fund Limited Partnership: classes, funds and segregated accounts
• Working file 83 · Limited Partnership: contributions other than in cash, and shares issued at a discount
• Working file 84 · Limited Partnership: pledges of securities

ComplianceSME tracks the Companies Act, Chapter 386, and updates the toolkit on your account through the Compliance Complete account, so that you are never working from a superseded version. Compliance Complete

• Constitute and run a partnership en nom collectif or en commandite
• Run an association en participation or register the branch of an oversea company

The Maltese library holds all 21 situations →