Advisory and Structuring

Corporate Structuring and Restructuring

Corporate structuring and restructuring services play a vital role in the success and growth of any business. Corporate structuring involves organizing a company in a way that optimizes its operations, resources, and overall efficiency. It encompasses various aspects such as legal and financial structuring, organizational design, and governance framework. The main objective of corporate structuring is to ensure that the company is well-positioned to achieve its strategic goals and maximize shareholder value. On the other hand, restructuring a company involves making significant changes to its existing structure, operations, or financial arrangements. This may be driven by various factors such as changes in market conditions, financial distress, mergers and acquisitions, or strategic realignment.

The goal of corporate restructuring is to improve the company’s financial performance, enhance operational efficiency, and adapt to changing market dynamics. Corporate structuring and restructuring services are typically provided by specialized consulting firms or professional advisors with expertise in corporate finance, strategy, and law. These professionals work closely with the company’s management team to assess its current structure and identify areas of improvement or potential risks. They then develop and implement a comprehensive plan to restructure the company, taking into account its unique needs and objectives.

The process of corporate restructuring may involve various actions such as mergers or acquisitions, divestitures, debt restructuring, cost-cutting measures, or changes in organizational structure. The specific actions taken will depend on the company’s specific circumstances and goals. Throughout the process, the corporate structuring and restructuring services provider will provide guidance and support to ensure that the changes are implemented smoothly and effectively.

In conclusion, corporate structuring and restructuring services are essential for businesses looking to optimize their operations and adapt to changing market conditions. By leveraging the expertise of specialized professionals, companies can enhance their financial performance, improve operational efficiency, and position themselves for long-term success. Whether it is through strategic reorganization or financial restructuring, these services enable companies to navigate challenges and capitalize on opportunities in today’s dynamic business environment.

Transaction Structuring

Effective structuring, be it a tax, financial or corporate, is key to successful transactions. By providing a swift diagnosis of the transaction objective, we will be able to advise and determine the appropriate route to be followed. Clients will be presented with selectively chosen alternatives for achieving their goals, whilst taking into account the accounting, tax, legal and shareholder concerns.

Potential issues you may be considering:

• IPO (pre-IPO capital reorganisation, distributable reserves planning, method for achieving exit for current shareholders);
• Return of value/surplus cash;
• A demerger;
• Refinancing/securitisation;
• Group reorganisation;
• Improving the efficiency of your legal entity group structure.

In 2018, Malta set a precedent by establishing a comprehensive regulatory framework for crypto-asset businesses. The enactment of the Virtual Financial Assets (VFA) Act and its framework provided much-needed legal clarity and regulatory certainty for entities seeking to operate within the realm of Distributed Ledger Technology (DLT). This framework not only facilitated operators dealing with assets reliant on DLT but also positioned Malta favourably for the adoption of the proposed Markets in Crypto-Assets Regulation (MiCA) under the European Commission’s Digital Finance Package. The transition from a domestic regulatory regime to a European one is anticipated to be seamless, reflecting Malta’s proactive stance towards fostering innovation in the digital finance space.

The scope of digital finance extends beyond cryptocurrencies, encompassing a broad spectrum of technology-driven financial services. In response to this evolving landscape, the Malta Financial Services Authority (MFSA) launched a FinTech Strategy and Regulatory Sandbox. These initiatives aim to promote the adoption of FinTech solutions among traditional financial institutions and startups alike, providing a controlled environment for innovators to test their products and services. Malta’s commitment to embracing digital innovation in financial services aligns with the objectives outlined in Europe’s Digital Finance Strategy, showcasing the jurisdiction’s forward-thinking approach.

In summary, Malta’s proactive regulatory framework and commitment to fostering innovation position it as a leading jurisdiction for crypto-assets and FinTech. With a robust regulatory environment, coupled with the expertise of firms like Zeta Corporate & Management Services Limited, Malta continues to attract businesses seeking a supportive and forward-looking ecosystem for their digital finance endeavours.

Our team’s collective experience in diverse legal backgrounds, spanning finance, technology, and corporate law ensures comprehensive support for clients navigating the complexities of the evolving digital financial ecosystem. Trust in us to help you achieve your goals with confidence.

Zeta’s advisory team provides a wide range of financial and legal advisory services on a corporate or personal level to both local and international clients. Our team of professionals has the experience and resources to assist both existing and potential clients in their structuring needs.

• Advice and assistance on legal and financial structuring;
• Legal and financial due diligence reports;
• Mergers, divisions, amalgamations and acquisitions;
• Structuring of deals, whilst taking into account the jurisdiction’s regulatory requirements and applicable laws;
• Share transfers agreements;
• Shareholders’ agreements;
• Corporate governance practices and procedures;
• Structuring collateral and guarantees;
• An analysis of the financial options;
• Efficient and compliant management of your financial affairs;
• Efficient and compliant investment structures;
• Advice and arrangement of compliant products;
• Corporate compliance;

Financial & Credit Institution Licence

Financial Institutions are regulated by the Financial Institutions Act, Chapter 376 of the Laws of Malta. A financial institution is authorised to execute similar activities as of a credit institution; however, the main difference being a financial institution cannot take deposits from the public.

Financial institutions are classified into two categories:

• Institutions which provide payment institutions or which issue electronic money institutions;
• Institutions which provide other activities such as;
  • Lending;
  • Financial leasing;
  • Venture or risk capital;
  • Issuing and administering traveler’s cheques;
  • Guarantees and commitments;
  • Underwriting share issued and participation in such issues; and
  • Money broking.

Credit Institutions are licensed and regulated under the Banking Act of 1994, Chapter 371 laws of Malta. The legal definition of the ‘business of banking’ is the acceptance of deposits of money from the public (whether as principal or agent) that may be withdrawn or repayable on demand or after a fixed period; or borrowing or raising money from the public to employ all or part of such money by lending to others or invest such money at its own risk.

Activities of a credit institution include:

• Financial leasing;
• Payment services;
• Issuing and administering traveler’s cheques, bankers’ drafts and similar instruments;
• Guarantees and commitments;
• Trading for own account or an account of customers in:
  • Money market instruments (cheques, bills, certificates of deposit, and similar instruments);
  • Foreign exchange;
  • Financial futures and options;
  • Exchange and interest-rate instruments;
  • Transferable securities.
• Participation in securities issues and the provision of services related to such issues;
• Advice to undertakings on capital structure, industrial strategy and related questions and advice as well as services relating to mergers and the purchase of undertakings;
• Money broking;
• Portfolio management and advice;
• Safekeeping and administration of securities;
• Credit reference services;
• Safe custody services;
• Issuing electronic money.

Payment Institution (PIs)

Standalone payment service providers (PSPs), also known as Payment Institutions (PIs) are regulated under Maltese legislation of the Financial Institutions Act, Chapter 376 of the Laws of Malta.

Payment institution’s authorised activities are:

• Services relating to a payment account which enables cash to be deposited in or withdrawn from a payment account, or the execution of payment transactions by direct debits, through a payment card (or similar device) or a credit transfer;
• Issuing and/or acquiring payment instruments;
• Money remittance;
• Executing payment transactions where the payer’s give consent to execute a payment transaction by way of any telecommunication, digital or IT device and the payment is made to the telecommunication, IT system or network operator; subject to the operator only acting as an intermediary for the payment services user.

Electronic Money Institution (EMI)

An Electronic Money Institution (EMI) is a financial institution that is authorised under Maltese legislation of the Financial Institutions Act, Chapter 376 of the Laws of Malta to issue electronic, or digital (including magnetically stored) money.

A licenced EMIs can provide certain payment services and the operation of payment systems. This includes:

• Cash deposits on and cash withdrawals from a payment account;
• Payment transactions (including through a payment card or similar device);
• Direct debits & standing orders;
• Issuing debit cards.

Investment Services Providers (ISPs)

Investment Services are regulated under the Investment Services Act, Chapter 370 of the Laws of Malta. The sole authority of this industry is the Malta Financial Services Authority (MFSA), which is responsible for the financial services industry in Malta. Under the Act, an ‘investment service’ is defined as ‘any service falling within the First Schedule when provided to an instrument. The services listed under the First Schedule are the following:

• Reception and transmission of orders to one or more instruments;
• Execution of orders on behalf of other persons;
• Dealing on own account;
• Management of Investments;
• Trustee, custodian or nominee services;
• Investment advice;
• Underwriting of instruments and, or placing of instruments on a firm commitment basis;
• Placing of instruments without a firm commitment basis;
• Operation of a Multilateral Trading Facility.

How Zeta Can Help

Zeta’s team provides clients with extensive experience in the licensing of financial services. Through a pro-business regulatory environment and Zeta’s guidance, we will collaboratively be able to find a structure that fits your needs.

We tailor our support to provide you with advice on unique platforms that will be well suited for investment services providers looking to target a specific type of clientele. The jurisdictions we operate in provide an environment with an affordable cost base, passporting rights, and an open-for-business regulatory environment.

The financial sector is complex and contains many diverse sub-sectors. Through Zeta’s research advice and guidance on a variety of critical issues, clients have been able to make more informed decisions, resulting in sustainable bottom-line performance. Zeta’s Financial Services Research division combines expertise in finance with an international network of experienced market researchers, to provide companies and individuals with the critical knowledge they need to make sound, strategic investment decisions.

Trademark and intellectual property (IP) services play a crucial role in protecting the rights and assets of businesses and individuals. A trademark is a symbol, logo, or phrase that distinguishes a product or service from others in the market. It serves as a unique identifier and represents the reputation and quality associated with a particular brand. Trademark services involve the registration and management of trademarks, ensuring that they are legally protected and not infringed upon by others. By registering a trademark, businesses can prevent competitors from using similar marks that may confuse consumers or dilute their brand value.

Intellectual property, on the other hand, encompasses a broader range of intangible assets such as inventions, designs, literary or artistic works, and trade secrets. IP services assist in safeguarding these valuable creations through patents, copyrights, and trade secret protection.

Trademark and IP services are essential for businesses of all sizes and industries. For startups and small businesses, registering a trademark can provide them with a competitive advantage in the market by establishing brand recognition and loyalty among customers. It also helps to prevent unauthorized use of their brand identity, which can lead to loss of customers and revenue. Additionally, IP services allow businesses to protect their inventions and innovations from being copied or stolen by competitors, ensuring that they retain exclusivity over their creations and can profit from their investment in research and development.

For larger corporations, trademark and IP services are equally important in maintaining their market dominance and preventing counterfeit products or imitations from entering the market. These services help companies enforce their trademark rights by taking legal action against infringers, thereby safeguarding their brand reputation and customer trust. Moreover, IP services enable corporations to monetize their intellectual property assets through licensing agreements or collaborations with other businesses. This not only generates additional revenue streams but also expands the reach and impact of their innovations.

In conclusion, trademark and intellectual property services are critical for protecting the rights and assets of businesses in today’s competitive global marketplace. By registering trademarks and securing intellectual property rights, companies can establish brand recognition, prevent unauthorized use of their creations, and maintain a competitive edge in their respective industries. It is essential for businesses to seek professional assistance in navigating the complex landscape of trademark and IP laws to ensure comprehensive protection of their valuable assets.

Our IP professionals can assist you to navigate complex legal requirements and provide strategic advice on managing IP portfolios. We also assist in licensing negotiations, enforcement actions, and dispute resolution.

Obtaining a valuation of a business or business proposal is a crucial step for any entrepreneur or investor. A valuation provides an objective assessment of the worth of a business, taking into consideration various factors such as its financial performance, assets, market position, and growth potential. This valuation report serves as a valuable tool to make informed decisions regarding buying or selling a business, securing financing, or attracting potential investors. To obtain a valuation, it is important to engage the services of a qualified and experienced professional who specializes in business valuations.

Our team of professional advisors have the necessary expertise to conduct comprehensive analyses and provide an accurate assessment of the business’s value. They utilize various methodologies and approaches, such as the income approach, market approach, and asset-based approach, to determine the fair market value of the business. The valuation process typically involves gathering relevant financial information, conducting industry research, and analyzing market trends. The valuator will also consider qualitative factors such as the business’s competitive advantage, management team, and future growth prospects. The culmination of this analysis is presented in a valuation report, which includes a detailed explanation of the methodology used, assumptions made, and the final value assigned to the business. A valuation report not only provides an estimation of the business’s value but also offers insights into its strengths and weaknesses.

This information is invaluable for owners and investors as it helps them identify areas where improvements can be made to increase the value of the business. Additionally, the valuation report can be utilized for negotiation purposes when engaging in mergers and acquisitions or seeking financing from banks or venture capitalists.

In conclusion, obtaining a valuation of a business or business proposal is essential for making informed decisions and maximizing value. A professional valuation report provides an objective assessment of the business’s worth and serves as a valuable tool for owners, investors, and other stakeholders. By engaging the services of a qualified valuator and carefully analyzing the findings in the valuation report, businesses can strategically plan their future growth and secure favorable deals.