The inroads to the doctrine of separate juridical personality under Maltese law

Abstract

Section 4(4) of the Maltese Companies Act, 1995 outlines the doctrine that a company is endowed with separate juridical personality. This doctrine, which is a fundamental tenet under Company Law, states that a company is a separate legal person from its promoters, directors, members, and employees. The first part of Chapter 1 of this thesis highlights the main aspects of the doctrine of separate juridical personality. The second part examines the fact that the doctrine admits of certain inroads whereby the corporate veil that separates the members from the company is lifted, hence there is the "lifting of the corporate veil". It is indicated that there are two types of inroads: statutory and judicial. Chapter 2 constitutes an analysis of the various statutory inroads as stated in the Maltese Companies Act 1995. Reference is made to the counterpart provisions under the English Companies Act 1985 and to judgments delivered by the English Courts. Chapter 3 deals with the inroads made by the Courts in England, i.e. to the judicial inroads, and six headings are adopted to attempt a classification of the case law examples. For a better exposition of the inroads, reference is made not only to the English judgments which have lifted the corporate veil but also to those where the veil has not been lifted. In Chapter 4, the judgments delivered by the Maltese Courts manifesting judicial inroads are highlighted and analysed. An attempt is made at trying to indicate under which of the headings discussed in Chapter 3, the judgements delivered by the Maltese Courts may be best considered. The Conclusion highlights some final comments. It is emphasised that the lifting of the corporate veil is not a passing phase which will be forgotten by time.