Following consultations with the industry and the Malta Financial Services Authority, the legislator has enacted a number of new rules which make it possible for collective investment schemes formed as a SICAV to enjoy further flexibility than was possible before.
The new regulations make it possible for a SICAV to be constituted as an Incorporated Cell Company (ICC) which will then have the possibility of establishing one or more Incorporated Cells (IC) which are either open ended or closed ended. The way the new law is drafted allows for a scenario whereby the ICC need not necessarily have any shareholding in its IC. Moreover, it is also possible for the ICC to be the only shareholder in the IC, and in such case, the restrictive provisions of the Companies Act relating to single member companies do not apply, thus rendering the regime applicable even more flexible. To add further to this flexibility, the company secretary of the IC and/or ICC can be a body corporate as well.
Under the new regime it is also possible for an IC to actually relocate from one ICC to another provided it follows the procedure set out in the law. It has also been made possible for a collective investment scheme to transform from one legal vehicle into another, subject to the approval of the MFSA
Moreover, a SICAV which is similar in nature to an ICC as known under the laws of Malta and which has been formed outside Malta may now be continued as an ICC under Maltese law. Continuation in Malta has also been made possible with respect to a non cellular company. The continuation scenarios apply vice-versa as well i.e. where a similar local entity wishes to be continued under a foreign law.
