Formation and Registration of Companies

    A limited liability company is the most common form of business entity in Malta. It mayhave the status of a public or private company.

    Private or public company

    A private company is a company that must, by its memorandum or articles:

    1. Restrict the right to transfer its shares;
    2. Limit the number of members to fifty; and
    3. Prohibit any invitation to the public to subscribe for any shares or debentures of the company.

    A public company is a company which does not qualify as a private company. A public company may offer shares or debentures to the public but it may not issue any form of application for its shares or debentures unless the company is registered and the issue is accompanied by a prospectus.

    Memorandum and articles of association

    The memorandum of association of every company must contain the following information:

    (a) Whether the company is a public company or a private company;

    (b) The name and residence of each of the subscribers thereto;

    (c) The name of the company;

    (d) The company’s registered office in Malta;

    (e) The objects of the company;

    (f) The amount of share capital with which the company proposes to be registered (also referred to as the authorised capital), the division thereof into shares of a fixed amount, the number of shares taken up by each of the subscribers and the amount paid up in respect of each share and, where the share capital is divided into different classes of shares, the rights attaching to the shares of each class;

    (g) The number of the directors, the name and residence of the first directors and, where any of the directors is a body corporate, the name and registered or principal office of the body corporate; the manner in which the representation of the company is to be exercised, and the name of the first person or persons vested with such representation;

    (h) The name and residence of the first company secretary or secretaries;

    (i) The period, if any, fixed for the duration of the company; and

    (j) In respect of each shareholder, director and company secretary, the number of an official identification document should also be given.

    The memorandum of association may be accompanied by the articles of association, which is a document which prescribes the internal regulations of the company. The memorandum and articles, must be delivered to the Registrar of Companies who, being satisfied that all the requirements of law have been complied with, shall register them. A company comes into existence from the date of registration indicated in its Certificate of Registration.