Single-member companies (societas unius personae) : the Maltese legal perspective

Abstract

In this thesis an evaluation is conducted of the historical development prior to the proposal on the Directive on Single-Member Private Limited Companies, in order to trace and analyse the establishment of the need for the regulation of single-member companies. The DSUP is also compared to earlier legislative initiatives, such as the European Private Company Statute, in order to highlight the advancements, if any, made by the European Commission. It is important to note that the DSUP underwent numerous revisions from 9 April 2014 till 5 May 2015, which resulted in six revised versions of the DSUP in all. The latest DSUP and the preceding revised drafts were analysed, and recurring patterns were indicated. It was evident that with the progression of the revised drafts of the DSUP, from the first draft till the sixth draft, the DSUP can be seen to have left several matters, which were initially regulated, to the Member States’ discretion. This thesis deals with the transposition of the DSUP if it is adopted into Maltese law. Consequently, new regulations to be adopted in Malta are being proposed. These regulations are found under Annex II, entitled Companies Act (Societas Unius Personae) Regulations. Moreover, under Annex III, recommended forms (Form I(IV) and Form I(V)) to be presented to the Registry of Companies in Malta, in cases where a conversion of an existing company into a Societas Unius Personae is made and when a company ceases to be an SUP, are also put forward. An additional matter that is discussed is the concept of a single-member public limited liability company and its possible adoption under Maltese legislation. Although the main focus of the DSUP is private single-member companies, the DSUP also makes reference to public companies in the first part of its text. This is discussed and a comparative analysis of this is made. Amendments to Chapter 386 of the Laws of Malta are also suggested in a proposed Bill under Annex I. Furthermore, another two proposed forms under Annex III (Form I(II) and Form I(III)), to be presented to the Registry of Companies in Malta in cases where a public company is converted into a single-member company or when it ceases to be a single-member company respectively, are also put forward.