Advisory and Structuring

At Zeta, we offer a wide spectrum of advisory services. We will work with you from the preliminary phases, by identifying structuring opportunities to maximise your competitive advantage. Our dedicated structuring unit and network of commercial lawyers and tax advisors have developed vast practical experience in advising entities on numerous structures.

Our team can respond swiftly to issues as they arise, and tap into the knowledge and expertise of a broad network of international professionals, to provide sustainable solutions.

All our legal advisors have significant experience working on international commercial transactions. Efficient structuring from tax, legal and financial perspectives is key to achieving a positive return.

Zeta offers tax structure, legal structure, corporate structure and financial structure. The Zeta structuring services can be divided into two main segments, “Corporate Structuring & Restructuring” and “Transaction Structuring”.

Moreover, together with our services in structuring, we also offer a complete span of advisory services, including financial and finance advisory, and legal advisory. For full information on all our advisory services, please contact Zeta at your convenience.

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ICO - Initial Coin Offering

Due to innovative legislation, Malta has become the leading global jurisdiction for virtual currencies and DLT. Malta is now the jurisdiction of choice for whatever you want to achieve in this field and these industries. Zeta is a private group of companies offering a comprehensive set of services in the financial industries, including advisory, administrative and management. Zeta is now offering ICO advisory services taking full advantage of Malta’s trailblazing legislation to offer unrivalled benefits to its clients.

Initial Coin Offerings (ICOs) have become a new model of fundraising using tokens generated on a blockchain. The most popular blockchain for the generation of tokens is currently Ethereum. A company requiring a more convenient source of funds than the traditional ones generates such tokens that are then sold to ICO investors. The money generated by such ICO sales is then used to inject new liquidity into the company. ICOs are now increasingly being used by many companies to generate funds for their projects.    

ICOs may consist of either utility tokens, security tokens, or equity tokens. Utility tokens are really virtual tokens that offer purchasers access to the company’s future product usually at a cost more beneficial than will be offered to the general public later. Security tokens are backed by a tradeable asset and confer part ownership of that asset to the holder of the security token. Security tokens function in a way that comes close to traditional securitization and may fall under securities laws in many jurisdictions. The third type of token is the equity token. Making use of the smart-contract facilities of blockchains like Ethereum, equity tokens are in an innovative way of distributing stock or equity through a token, granting the company generating these tokens far easier access to financial markets.

Given the differences between these types of tokens, and the hesitation with which most jurisdictions are adapting their legislation to these emerging technologies, there is significant risk for anyone generating ICOs outside the right legislative environment. But Malta’s bold new legislation has changed the nature of the game and provides the perfect legal environment for these services, an environment that protects both issuers and investors, and facilitates such activities with maximum convenience and efficiency. Based in Malta, Zeta has all the expertise to offer unrivalled ICO advisory services to any interested party. To see how Zeta may assist you with the launch of your ICO, you may contact us at your convenience.

Currently, Zeta is offering advisory services for ICOs launching utility tokens. Services for security tokens and equity tokens will be available very shortly. 

Services for Utility Tokens:

  • Set of legal documents, including Token Purchase Agreement, Terms of Use, and Privacy Policy.
  • Drafting of ICO Private Placement Offering Document.
  • Drafting of pre-Crowd Token Offer (Pre ICO) and Crowd Token Offer Agreement (ICO).
  • Analysis for potential regulatory compliance for the ICO;
  • Review of application of current investment services regulatory framework to the Token and ICO.
  • Analysis of possible application of other current legislation applicable to the Token
  • and/or product/s (such as Data Protection, GDPR, consumer protection, FIA, E-Money licence etc).
  • Legal opinion (consultation on legal aspects by lawyers experienced in supporting ICOs).
  • ICO KYC Legal Advice and solutions.
  • Review and recommendations (token legal concept, White Paper, etc).
  • White paper Legal analysis and Company website review with recommendations.
  • Legal review of your ICO’s marketing Material.
  • Taxation.

Contact us to learn more


Corporate structuring and transaction structuring

Corporate structuring and restructuring

The fast changing economic climates, varying consumer trends and company expansion often demand a change in the company’s overall structure. At Zeta, we are ideally positioned to assist clients with these changes, not only in deciding what the necessary adjustments are but their implementation as a whole.

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 re-organisation; 
  • Improving the efficiency of your legal entity group structure. 

Legal and Tax structuring

Legal structuring

Our legal advisors are here to help corporations, High Net Worth Individuals and families grow and protect their wealth. Our focus at Zeta is to provide integrated legal advice to create and implement an overall strategy.

We can assist in the following areas:

  • Trust law (establishment of Foundations and Trusts); 
  • Civil law (gift contracts and real estate transfer agreements); 
  • Company law (establishment of partnerships and companies, pooling agreements, family constitutions, and cross-generation contracts); 
  • Structuring the deal, whilst taking into account the jurisdiction’s regulatory requirements and applicable laws; 
  • Preparation of a detailed action plan; 
  • Documentary, registration and regulatory support. 

Tax Structuring

Modern day investors have access to a vast array of international tax planning solutions, regardless of their nationality or domicile. By drawing on investment products and services with tax benefits there are numerous possibilities to legally avoid taxation or be able to choose the place of taxation.

Being strategically located in a number of jurisdictions that offer numerous fiscal benefits, we are able to help wealthy investors, families and businesses make use of tax efficient investment and savings solutions from local as well as international investment and savings service providers.

Upon structuring your investment strategy our specialist unit is dedicated to designing solutions that optimise your tax situation.

Our core services include:

  • Tax-efficient management of your financial affairs; 
  • Tax-efficient investment structures; 
  • Advice and arrangement of tax-advantaged products; 
  • Advising on the incorporation and functioning of the holding and sub-holding companies; 
  • Advice and administration of trust arrangements; 
  • Tax compliance; 
  • The tax treatment of split-ups and liquidation transactions; 
  • Structuring collateral and guarantees.

Financial structuring

For companies, families, and High Net Worth Individuals facing financial under-performance or crisis, we deliver restructuring solutions and to help build a solid platform for recovery. Our experience and global industry relations enable us to deliver solutions to the individual cases and needs of our clients.

The solutions that we implement in such situations include:

  • Business deconstruction/reconstruction techniques; 
  • Optimisation of working capital (receivables, payables, and inventory); 
  • Portfolio value optimisation, value creation and maintenance strategies; 
  • Portfolio reorganisation (financial restructuring, options, evaluation, and negotiation). 


Financial structuring of a transaction would involve defining the following key parameters:A list of assets to be acquired

  • A list of assets to be acquired; 
  • An analysis of the financial options; 
  • Structure of consideration; 
  • Consideration of “cash in clauses”; 
  • Net debt and working capital targets; 
  • The size, structure and schedule of payments; 
  • Any special conditions between third parties. 

Licensing

Zeta’s team provide 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 the advice on a unique platform which 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.


Trademarks and intellectual property services

The concept of intellectual property (IP) is straightforward and has been with us for a long time. Wherever we go, we are surrounded by intellectual property.

Mere thoughts and ideas do not qualify; intellectual property defines and protects human innovation and creations:

  • Trademarks signal the origin of products to consumers;
  • Designs specify how products look;
  • Copyright relates to artistic creations, such as books, music, paintings, sculptures and films;
  • Patents protect technical inventions in all fields of technology;
  • Intellectual property rewards innovators and enables everyone to benefit from their achievements.

If you are in business, you have a trademark. It’ is the way your customers identify you. Your trademark differentiates your products from everyone else’s and encapsulates your values: it may be your most valuable asset.

Your trade mark is part of your intellectual property and is crucial to your success as a business. Let Zeta assist you to take your business to the next level.


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MFSA’s rules for Virtual Financial Assets Agents

The Malta Financial Services Authority (MFSA) is currently preparing the rules underpinning and substantiating the Virtual Financial Assets (VFA) Act and the VFA Regulations.

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19.07.2018

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Malta Blazes Trail with Three DLT Bills

Malta’s efforts to become the first country to set up a comprehensive legislative infrastructure for virtual currencies and distributed ledger technology have moved up a notch.

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Malta publishes its new DLT Bills

The Maltese government published three bills on the regulation of Distributed Ledger Technology (DLT) and Virtual Currencies (VCs) on 22 May 2018.

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