The Companies Act (SICAV Incorporated Cell Companies) Regulations, 2010 and Companies Act (Incorporated Cell Companies Carrying on Business of Insurance)Regulations, 2010 came into force on the 1st February 2011 by virtue of Legal Notice 28 of 2011 and Legal Notice 38 of 2011 respectively.
The introduction of the Incorporated Cell Company (ICC) is being welcomed as an opportunity for growth and expansion since the applicable regulations are intended to complement existing laws and regulations, in particular, regulations applying to continuation of companies. It is therefore possible for a body corporate established in a territory outside Malta to re-domicile to Malta and continue its existence as an ICC either for the purpose of carrying on the activities of a collective investment scheme or to carry on business of insurance. In order for such continuation to take place, it is however necessary to obtain the approvals required in terms of law from the competent authority, being the MFSA.
By virtue of the Companies Act (SICAV Incorporated Cell Companies) Regulations, 2010, an investment company with variable share capital may be formed or constituted as an ICC which may establish incorporated cells, subject to being granted the required authorisation from the MFSA in terms of the Investment Services Act to act as a collective investment scheme.
The Companies Act (Incorporated Cell Companies Carrying on Business of Insurance) Regulations 2010 allow a company to be formed or constituted as an ICC which may establish incorporated cells for the purpose of carrying on business of insurance (including re-insurance) in terms of the Insurance Business Act and business of affiliated (or captive) insurance pursuant to the Insurance Business (Companies Carrying on Business of Affiliated Insurance) Regulations.
For companies already existing and registered under Maltese law, it is also possible to convert into an ICC in accordance with the provisions of the applicable regulations and, in the case of protected cell companies carrying on business of insurance to convert into an ICC
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