Malta Company Formation Procedures, Requirements and Official Forms
Set out below are the requirements for registering Maltese Companies and other legal entities, the detailed procedures to be followed for this purpose, reporting requirements, day-to-day management, and administration issues and other relevant information.
For most sectors, there are no restrictions applicable to direct investments in Malta or investments via Malta by natural or legal persons from EU Member States or third countries.
This means that Maltese Entities, whether beneficially owned by foreign nationals or local persons, can engage immediately into either local or international activities without restrictions or differentiation or the need for any special permission.
Businesses can either:
- Establish their own offices immediately without any special permit being needed to that effect (& with additional use of our support services) or
- Rely solely on Our Services (provision of registered office, virtual offices, directorships, company secretarial offices, agents & contract administration services).
Foreign investors may establish any of the following business entities in Malta:
- Limited liability company incorporated in Malta
- Branch of a company incorporated outside Malta
- Commercial Partnerships
- Trusts, both registered in Malta, or outside Malta
- Associations and Foundations
- Incorporated Cell Company
Malta Company Registry Requirements
Below is the list of requirements of Malta Registry of Companies. For detailed description of each requirements please click here.
- Certificate of Incorporation of a Malta Company
- Share Capital Requirements of a Malta Company
- Malta Company Shareholders
- Malta Company Directors
- Appointment of Company Secretary
- Registered Office of a Malta Company
- Bankers, Currency and Signatories
- Day-to-day Management
- Registration Fees
For detailed description of the above requirements please click here.
Registration Process of a Malta Company
The Companies Act makes a distinction between two (2) types of limited liability companies: the private company and the public company, and although the formalities for the registration of these two types of companies, are very similar, there are some marked material differences. Furthermore, from a formalities viewpoint, special attention should be made to:
- the residence of the subscribers to the Memorandum of Association of the company i.e. whether the subscribers are nationals of the European Economic Area (EEA) or not;
- whether the subscribers are juridical persons e.g. corporate entities or private individuals;
- whether the subscribers shall sign the Memorandum and Articles of Association themselves or whether they are appointing mandatories to sign on their behalf, by means of a bespoke power of attorney.
Re-domiciliation of Companies in Malta
The Continuation of Companies Regulations (“the Regulations”) allow for the re-domiciliation of corporate entities in Malta under the Maltese Companies Act. Re-domiciliation is restricted solely to corporate entities (“the Company”) registered or incorporated in an approved country or jurisdiction (“home country”), and only insofar as the re-domiciliation is permissible by the law of the home country and by the constitutive documents of the corporate entity.
Likewise, the Regulations allow, pursuant to the consent of the Maltese Registrar of Companies, the re-domiciliation of Maltese entities in any jurisdiction that permits such re-domiciliation.
Malta Branch Registration
The Maltese Companies Act allows foreign companies to register a branch in Malta. The registration procedure is similar to the registration for companies. However, as an additional requirement, every overseas company wishing to establish a branch in Malta must file with the Registrar of companies, within one month of establishment, the following documents:
- A copy of the Memorandum and Articles of Association, or the charter or other instrument defining the constitution of the company;
- Particulars of directors and secretary of the company;
- Name and address of at least one person resident in Malta who is authorised to accept service of notices on behalf of the company.
In the case of international business companies and partnerships, it is advisable that the director of the oversea company, established as a branch of a foreign company is provided – upon the registration of such oversea company – with a full set of documents, properly legalised and translated, where appropriate, into English or any other language.
In the case of a branch such documents normally comprise:
- Certificate of registration;
- The charter of the overseas company or other instrument defining its constitution;
- List of directors and name of the person authorised to accept notices;
- Any other information and documentation pertaining to the activities of the branch to the date of its establishment.
Malta Partnership Registration
Although this form of legal entity is less popular for international transactions, it is possible to envisage scenerios, particularly in Common Law structures, where this form of legal entity may be best suited for tax planning reasons.
The Maltese company law allows for the formation of two (2) types of partnerships, namely general partnerships (also referred to as a partnership en nom collectif) and limited partnerships (also referred to as a partnership en commandite).
The fundamental characteristic of a general partnership is that the liability of the partners is unlimited, and partners are jointly and severally liable for every obligation which the partnership incurs.
In a limited partnership, the partnership has its obligations guaranteed by the unlimited, joint and several liability of one or more partners, called general partners, and by the liability, limited to the amount, if any, unpaid, of one or more partners called limited partners.
Common rules apply for the registration of both partnerships. A partnership must be constituted by a deed of partnership, which must state:
- The name and residence of each of the partners
- The partnership name
- The registered office in Malta of the partnership
- The objects of the partnership, that is to say, whether the objects are trade in general or a particular branch of trade, and in the latter case, the nature of the trade
- The contribution of each of the partners, specifying the value of the respective contribution of every partner
- The period, if any, fixed for the duration of the partnership
The deed is to be delivered for registration to the Registrar of Companies, who shall issue a certification of registration.
Malta Incorporated Cell Company
Legal notices enacted on 1st February 2011 now allow for the incorporation or re-domiciliation of Incorporated Cell Company (ICCs), restrictively:-
- As an investment company with variable share capital (SICAV) to be formed or constituted as an ICC which may establish incorporated cells, subject to being granted the required authorisation in terms of the Investment Services Act to act as a Collective Investment scheme;
- As a company to be formed or constituted as an ICC which may establish incorporated cells for the purpose of carrying on business of insurance (including re-insurance) in terms of the Insurance Business Act and business of affiliated (or captive) insurance pursuant to the Insurance Business (Companies Carrying on Business of Affiliated Insurance) Regulations.
For companies already existing and registered under Maltese law, it is also possible to convert into an ICC in accordance with the provisions of the applicable regulations and, in the case of protected cell companies carrying on business of insurance to convert into an ICC.
Fund administrators based in foreign jurisdictions as corporate entities can transfer their operations to Malta without the need to wind up their operations, by re-domiciliating the company to Malta, through the procedure set forth in the Continuation of Companies Regulations. Re-domiciliation allows the corporate entity to retain its legal personality and corporate existence (as well as its rights and liabilities under contracts and at law) without having to start afresh.
Through the setting up of an SE, companies established in more than one Member State (or EFTA state), can merge and operate throughout the EU on the basis of a single set of rules and a unified management and reporting system, without the necessity of winding up and.pr re-registering a new company. This is an effective re-structure route, as the transfer of the registered office of an SE shall not result in the creation of a new legal entity, but the maintenance of effectively the same corporate vehicle. To read more please click here.
Malta Company Official Registry Forms
Filing the forms after the time frames prescribed by the Companies Act shall not cause their nullity, however, penalties shall accrue on a daily basis. For this reason, in order to avoid unnecessary delays and penalties, it is commendable, that the company secretary, who is normally entrusted to the filing of these forms, be resident in Malta.
The full list of company registry forms may be downloaded here.
Contact one of our officers to initiate the incorporation of a Maltese registered company and start reaping the full benefits of an onshore, low-tax, EU jurisdiction. Simply fill in the contact box below or contact us by email on email@example.com or by calling at +356 2338 1500
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