Company in Malta

Malta is an EU Member State with
an Exceptionally Advantageous Tax Regime

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Malta company formation package: 345 EURO – arrangement of Malta company formation and bank account (via officially licensed local member / partner firms) including VAT and Tax registration. "FBS KOTSOMITIS", operating since 1998, is a well-known and established international professional services network with officially licensed and regulated local member / partner firms. Contact us to start process by sending an email to enquiries@fbsmalta.com, by using our contact form or by calling at +356 2338 1500.

Malta Company Registry Requirements

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Malta Company Registry Requirements Extensive Information

Period Needed for Registering a Malta Company

The Malta Company Formation and Registration procedures, including various administrative needs such as digital template of the Malta company’s letterheads; opening of statutory books and the opening of the required Malta bank accounts, up to the time the certificate of incorporation is issued, can normally be completed within a period of two (2) working days. At any time you may start process of incorporating a Malta Company from fees and procedures page

Certificate of Incorporation of a Malta Company

Once the Registrar of Companies has been satisfied that the documents lodged – in relation to the proposed Malta Company – are in order, a certificate of incorporation will be issued, whereupon the Malta Company becomes a corporate body, having a separate legal existence distinct from its shareholders.  The file of each Malta Company is available for public inspection at the office of the Registrar of Companies (details of directors, company secretary, registered office, charges, shareholders, annual returns – required to be submitted once a year, and be accompanied by the financial statements – Memorandum & Articles of Incorporation of the Maltese Company, etc;).

Share Capital Requirements of a Malta Company

Whilst there is no limit on the maximum authorised and issued share capital, different minimum share capital requirements apply, depending on whether the Malta company is a private or public company.

In the case of a private  company in Malta, the minimum and issued share capital is €1,165 (or equivalent in any other currency) of which only 20% needs to be paid up. For ease of reference and to allow an easier division of the share capital, we advise clients to incorporate a private limited company with an authorised and issued share capital of €1,200 with a minimum issued paid up share capital of just €240.

In the case of a public company in Malta, the minimum authorised and issued share capital is €46,600 (or equivalent in any other currency) of which only 25% needs to be paid up. This effectively means that the minimum issued paid up share capital is of €11,650 for a public company in Malta.

The shareholders’ liability for subscribing to the shares in a private or public company in Malta, is limited to the amount, if any, unpaid on the shares respectively held by each of them.

Statutory share capital requirement rules are applicable vis-a-vis licensed activities, such as a credit institution, a gaming company, an affiliated insurance company and any company providing investment services under the Investment Services Act).

Shares cannot be issued to the bearer. Classes of shares with preferential, redeemable, cumulative rights may be issued, provided that the share capital retains ordinary shares at all times.

Malta Company Shareholders

The liability of shareholders in a Malta Company is limited to the nominal value of their share participation.
The laws of Malta prescribe that every Malta Company, limited by shares, must have at least two (2) shareholders and maximum of fifty (50) for a private Malta company (exceptions apply for single-member companies).

The following information is required for each shareholder:

  • Full name;
  • Residential and business address;
  • Date of birth;
  • Nationality
  • Occupation;
  • Certified copies of passport or ID if EU Nationals;
  • For corporate shareholders, copies of the statutory documents (Memorandum and Articles of Association and certificate of good standing / extract from registry of companies) and the most recent financial statements;
  • A signed anti-money laundering declaration.

Malta Company Directors (also refer to section “Services”)

The minimum number of directors in a Malta Comapny is one (1) and no capping number is stipulated by the Companies Act.  Directors may be local or foreign, individuals or legal persons and alternate Directors may be appointed.  Meetings of the board of directors, as well as shareholder meetings, can be held in Malta or abroad, albeit it is advisable, particularly where the provisions of a double tax treaty are going to be utilised, that the Malta company be effectively managed and controlled from Malta (tax resident in Malta) and that all Malta Company decisions are taken in Malta.

Subject to certain statutory disqualification and restrictions, the manner of appointment of directors is laid down in the articles of association. Whatever these may provide, the ultimate control of the directors’ appointment and removal, vests with the members of the Malta Company.

The memorandum of association of a Malta Company shall name the first directors of the company, who thus become directors from the date of incorporation. Thereinafter, and more commonly, the articles of association shall provide that the names of successive directors be determined by the subscribers to the memorandum – who in fact are the first members.  An appropriate resolution signed by the subscribers is required and the persons named by the subscribers become directors on the date this resolution is signed.

The quorum necessary is normally stated in the articles of association of the Malta Company. With regard to the appointment of directors the following particulars are required:

  • Full name;
  • Residential and business address;
  • Date of birth;
  • Nationality;
  • Occupation;
  • Certified copies of passport or ID if EU nationals;
  • Other directorships in Maltese companies;
  • For corporate directors, copies of the statutory documents and the most recent financial statements (Memorandum and Articles of Association and certificate of good standing / extract from registry of companies);
  • A signed anti-money laundering declaration.

Upon the incorporation of the Malta company, its beneficial owners or other appropriate officials shall be provided with copies of all corporate documents.

Such corporate documents comprise:

  • Certificate of incorporation issued by The Registrar of Companies;
  • Memorandum and articles of association – official copy certified by The Registrar of Companies.

Registration Fees for a Malta Company

A one-time registration fee is payable to the registrar of companies upon incorporation, or subsequent, post incorporation, to any further increases to the authorised share capital. The authorised share capital of the company shall determine the applicable registration fee, in accordance with statutory regulations.

Appointment of Company Secretary (refer to section “Services”)

The Companies Act requires the appointment of a Secretary.  The Secretary is appointed by the directors and the articles of association should normally contain an appropriate provision to this effect. Barring exceptions with regard to investment companies with variable share capital (“SICAVs”), a company secretary must be a physical person. Since the role of the company secretary of a Malta Company is to circulate notices and register forms, resolutions and filings, it would be advisable that the company secretary be a local resident.

Registered Office of a Malta Company (also refer to section “Services”)

Every Malta Company must have a registered office from the day of incorporation. The registered office is the place where writs, summonses, notices, orders and other official documents can be served upon a company. Unless otherwise specified in the Memorandum and Articles of Association of a Malta Company, the following registers and books must be held at the registered offices of the Malta Company:

  • Register of members;
  • Register of debentures;
  • The books containing the minutes of the proceedings of the general meeting;
  • The accounting records of the Malta Company;
  • A requisition by members for the convening of a general meeting;
  • Declaration from resigning auditor;
  • Notices by the Registrar of Companies to defunct company;
  • Documents relating to mergers and divisions;
  • Proxies and power of attorney in relation to general meetings.

Focus Business Services can provide the registered office, as well as virtual offices.

Bankers, Currency and Signatories (also refer to section “Services”)

The Malta Company may open bank accounts with any bank in Malta or worldwide, in most of the main currencies and have money transfers effected without foreign exchange restrictions. Bank signatories can be provided locally, if necessary.  Focus Business Services can facilitate the opening of bank accounts due to our capability as approved official introducers of a number of prestigious banks and financial institutions in Malta, Cyprus, the UK, Switzerland,  Luxembourg, and worldwide.

Day-to-day Management of the Malta Company (also refer to section “Services”)

Focus Business Services can be instructed to deal with all the day-to-day activities of any Malta Company, such as bank account monitoring, processing of bank transfers, payroll preparation, invoicing, preparation and review of agreements, book-keeping, preparation of management reports and statutory financial statements, company secretarial and administration, tax and financial advice and other accounting and business administration.

Contact one of our officers to initiate the incorporation of a Malta 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 enquiries@fbsmalta.com or by calling at +356 2338 1500

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