Malta Company Formation

Updated: July 30, 2020 | 9 minute read

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Introduction to Company Formation in Malta

This article is written with the intent to compile everything related to Malta Company Incorporation and Formation .

Malta is internationally recognized as a brand denoting excellence in financial services.

Malta has a single supervisory body, the Malta Financial Services Authority (MFSA), which ensures full compliance with EU regulations. MFSA acts with speed, flexibility and in an efficient manner- keeping bureaucracy to a minimum.

Malta’s extensive network of Double Taxation Agreements and Tax efficient system makes Malta Company Formation an attractive option around the world.

Malta provides various solutions to accommodate all requirements for forming a company in Malta. Whether a Malta Holding Company; a Shipping Company; a Trading Company; or a Captive Insurance Company, Malta provides an effective, EU-based solutions for all.



malta company formation

Incorporating a Malta Company

Malta is one of the fastest-growing economies in the European Union (EU) and makes up for its small size in the abundance of untapped opportunities.

It can be very beneficial to start a business in Malta since the island facilitates trade & freedom of movement within the EU.

When it comes to the legal framework, Maltese company law is governed by the Companies Act, which 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.

Similarly, Shipping companies are governed by the Merchant Shipping Act.

Malta has adopted an optimistic approach to business expansion and elevation within the EU. This makes the island a favorable destination of choice for relocation for business purposes.

Company Types in Malta

Limited Liability Companies can either be a Private Limited Company or a Public Limited Company (Plc). The minimum number of shareholders or subscribers being two for both types.

A Private Limited Company can be formed with a single-member as long as its sole director is not corporate entity. The object clause is restricted to one main activity.

The Malta incorporation process for Maltese private limited liability companies is taken care of by the Malta Business Registry and is normally accomplished within two to four working days.

Private Limited companies must have a minimum authorised share capital of €1,165 (or equivalent – recommended €1,200). There is also the option to have different types and classes of shares.

The directors of private companies do not need to be Maltese nationals. They may be a corporate body with their details being public information.

Bearer shares are not permitted. Private companies must have a company secretary, who must be an individual and is not required to be resident in Malta.

A private company must by its Memorandum and Articles of Association:

  • Restrict the right to transfer its shares;

  • Limit the number of members to fifty; and

  • Prohibit any invitation to the public to subscribe for any shares or debentures of the company.

Malta Registered Office

Every company registered in Malta must have a registered office in Malta. This may be at the office of a firm of lawyers, accountants or other providers of corporate services. Any changes to the company’s registered office must be notified to the Malta Business Registry.

malta company formation economy

How to Register a Company in Malta

Along with abiding by the imposed legal and professional requirements, the following information is required upon the incorporation of new companies in Malta:

  •  Description of the company’s purpose and intended nature;
  • 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 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.
  1.  

Currency Requirements

The company’s share capital may be denominated in any currency.

Income tax is paid in the same currency as the company’s share capital. Any income tax refunds are also paid in the same currency.

Accounting & Audit Requirements

Companies registered in Malta must submit an annual return upon each anniversary of the company’s registration date. The annual fee is payable together with the annual return.

After each financial year-end, the company must prepare audited financial statements in accordance with the Companies Act 1995. These must be laid before, and approved, at the general meeting of the company and submitted to the Malta Business Registry.

A company may opt to have its year-end other than 31st December as long as the first period is not less than six months and not more than eighteen months.

The time allowed by the Malta Business Registry for the accounts to be submitted is ten months after the financial year-end for private companies. For public companies it is seven months from the fiscal year-end.

Redomiciliation of Companies

The Continuation of Companies Regulations (Legal Notice 344 of 2002 as amended by Legal Notice 352 of 2003 & 181 & 186 of 2006) provides for:

  • The continuation in Malta of a foreign company; and

  • The continuation outside Malta of a company incorporated in Malta.

Fiduciary Services

Malta has a trustee regime. Thus, shares in Maltese companies may be held by licensed trustees in a fiduciary capacity for and on behalf of subscribers.

Company Formation in Malta - Fees

The Memorandum and Articles of Association, constituting the company are forwarded to the Registry of Malta Business Registry. These should be accompanied by all relevant documentation, including:

  • Certified copies of identification documents;

  • References; and

  • Declarations by trustees, where applicable.

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.

Payment of Registration Fees

Together with all the mentioned documents, 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 €15 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

Over €2,500,000

€2,250

€1,900

 

Time Required to Set Up a Company in Malta

The time to incorporate a company depends on the type of company being incorporated. It also depends on whether all information and documentation requested is available and is in order.

Generally, the process takes as little as two to three days from when all information and documentation requested was made available.

malta company formation process

Taxation & Double Tax Treaties

Conventions between two countries that prevent a resident from one territory being taxed twice on income or gains he/she makes in another territory.

Both countries divide the tax rights between them. It safeguards the interests of both governments, along with residents receiving income from other countries.

Currently, Malta boasts such treaties with around 70 countries.

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