Introduction - How to Register a company in Malta
Maltese company law which is governed by the Companies Act is mainly based on the English Company Law and is in line with EU directives. The Companies Act defines the types of corporate entities or commercial partnerships which may be established.
The Maltese Business Registry houses all registered commercial partnerships including companies irrespective of what type of activities they carry out. The Malta Business Registry is a public registry where all registered information and documentation is available to the public.
One of the first decisions you need to consider before setting up a business is what legal format you want to operate under. The type of legal format depends on what type of business you will be setting up and what industry sector you will be operating in. In addition, it also depends on the number of people investing money in the new venture.
The possible registration options are:
- Limited Liability Company (Ltd); and
Nexia BT can assist you to determine which legal structure is most suitable for your needs.
Steps required to set up a company in Malta
The following steps are required to register a Maltese company:
#1 Name Reservation
The name of the company must be reserved with the Malta Business Registry and it will be valid for 3 months.
#2 Drafting of the Memorandum and Articles of Association
The memorandum of association of every company shall contain the following information:
- Whether the company is a public company or a private company;
- The name, residence and identification number of each of the subscribers thereto and in case of a body corporate acting as a subscriber, the name, company number and registered address have to be specified;
- The name of the company;
- The company’s registered office in Malta;
- The amount of authorised and issued share capital;
- The number of the directors, the name, identification number and residence of the first directors and, where any of the directors is a body corporate, the name and registered office of the body corporate;
- The manner in which the representation of the company is to be exercised;
- The name and residence of the company secretary; and
- In respect of each shareholder, director, legal and judicial representatives and company secretary, a copy of an official identification document should also be given.
#3 Deposit of the issued share capital of the company
Together with the memorandum of association, proof must be presented to the Malta Business Registry that the issued share capital of the company was paid. The minimum amount allowed by law for a private limited liability company is €1,200 (value rounded up), but one may deposit 20% of this value at a bank.
#4 Payment of Registration Fees
Together with the documents mentioned above, the below fees are applicable upon the submission of the incorporation documents. The fees payable to the Malta Business Registry for the registration of a company are calculated accordingly to the company’s authorised share capital as indicated in the table below. Registration can be made either in paper format or in electronic format and the fees levied vary accordingly:
Authorised Share Capital
|Registration in Paper Format: Fee Payable||Registration in Electronic Format: Fee Payable|
|Up to €1,500||€245||€100|
|Over €1,500 but not exceeding €5,000||€245 with the addition of €15 for each €500 or part thereof in excess of €1,500||€210 with the addition of€12 for each €500 or part thereof in excess of €1,500|
|Over €5,000 but not exceeding €10,000||€350 with the addition of €20 for each €1,000 or part thereof in excess of €5,000||€294 with the addition of €17 for each €1,000 or part thereof in excess of €5,000|
|Over €10,000 but not exceeding €50,000||€450 with the addition of €20 for each €2,500 or part thereof in excess of €10,000||€379 with the addition of €17 for each €2,500 or part thereof in excess of €10,000|
|Over €50,000 but not exceeding €100,000||€770 with the addition of €20 for each €10,000 or part thereof in excess of €50,000||€651 with the addition of €17 for each €10,000 or part thereof in excess of €50,000|
|Over €100,000 but not exceeding €250,000||€870 with the addition of €10 for each €15,000 or part thereof in excess of €100,000||€736 with the addition of €8 for each €15,000 or part thereof in excess of €100,000|
|Over €250,000 but not exceeding €500,000||€970 with the addition of €10 for each €10,000 or part thereof in excess of €250,000||€816 with the addition of €8 for each €10,000 or part thereof in excess of €250,000|
|Over €500,000 but not exceeding €1,000,000||€1,220 with the addition of €20 for each €20,000 or part thereof in excess of €500,000||€1,016 with the addition of €17 for each €20,000 or part thereof in excess of €500,000|
|Over €1,000,000 but not exceeding €2,500,000||€1,720 with the addition of €10 for each €50,000 or part thereof in excess of €1,000,000||€1,441 with the addition of €8 for each €50,000 or part thereof in excess of €1,000,000|
Time Required for Incorporation
The length of time to incorporate a company depends on the type of company being incorporated and on whether all information and documentation are in order. Once the Registrar has all the necessary documentation and information, the process may take from as little as 24 hours. Once the incorporation is complete, the Malta Business Registry will publish the Certificate of Incorporation which will also display the Company Registration number.
Once a company is incorporated, it is automatically allocated a tax number by the Commissioner for Revenue. Therefore there is no need for a company to apply or pay any fees to obtain a tax number.
If your business is conducting an economic activity, whatever the result or scope of that activity, then it is considered as a taxable person. Under normal circumstances, you are required to register for VAT under article 10. However, it is important that all businesses with any commercial activity in Malta assess their compliance obligations and register prior to commencing taxable transactions if applicable.
Obtaining a PE Number
If the Maltese Company intends to employ people, then it must apply for a PE Number. The PE number must be obtained by Maltese employers in order to be able to retain and pay the taxes related to the national insurance for their employees.
How can we assist?
Nexia BT can help you with all the steps required above to register a company.
Nexia BT’s strength lies in the technically competent staff with experience across a varied range of industry sectors. We deliver solutions to our clients through a high calibre customised service reflected in the professional work approach and ethics of our staff and driven by our ethos ’Closer to you’. With the backing of this business approach, we confidently present you Nexia BT as your trustworthy, dependable and reliable partner in Malta.