Company in Malta

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

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Malta company formation package: 99 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 on +356 2338 1500.

Malta Company Incorporation – Fees and Procedure

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Contact our firm’s partners for a free quotation or free and non-committal professional advice. Next steps:
1. Contact our partners by email
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Malta Company Incorporation Overview

For Malta company incorporation first, we recommend you obtain a ful written fee quote from our firm covering all fees necessary for the Malta company formation - setup stage (formation, bank account opening, tax and VAT Registration, if required) as well as for the routine ongoing maintenance and proper operation and compliance of the Malta company (accounting, book-keeping, tax, audit, administration, statutory books maintenance etc.). We provide a “Flat Fee” Quote covering all routine services required for full compliance.

**To this end, FORM A1 (fee quote request form) must be completed and sent to our offices – on receipt we will respond with a flat fee quote and FULL GUIDANCE and support throughout the entire formation / set-up process **

Important note: Our group is highly responsive, competent, focused on international clients and international corporate structures with rendered services covering the entire spectrum needed (tax, accounting, auditing, comprehensive corporate services – incl. “substance” and “management and control” services).

* Click here to access FORM A1 (Malta Company fee quote request form) *

* Click here to access the MALTA COMPANY FORMATION INSTRUCTION FORMS *

Necessary Documentation required for the Formation of a Malta Limited Company (To be sent by (a) e-mail enquiries@fbsmalta.com / Fax (+356 2338 1111) & (b) Courier to us):

  • Certified Copy of Passport(s) for each Beneficial Owner / shareholder and director;
  • In the case of corporate shareholders and directors, a copy of the constitutive documents (Memoranda and Articles of Association, deed of partnership etc;) together with a certificate of good standing / extracts from the registry or any other document attesting the company and/or partnership registration number shall be required.  Any corporate entity which has separate legal personality from its members, such as foundations, may be a shareholder or partake the office of director in a Maltese Company.
  • Bank reference for each beneficiary, shareholder and director (please request proforma bank reference from our offices) and proof of address (utility bill etc.);
  • Signed Company Formation Instruction Form;
  • Transfer of fees to our bank account (please request details of our bank accounts from our offices)

Note: Instruction Forms for other Jurisdictions, other Malta Legal Forms or Specific Tax Structures can be requested from Our Offices.

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 enquiries@fbsmalta.com

Malta Company Fees – Formation and Registration Costs

At Focus Business Services we believe in price transparency, which is why are are one of the only service providers to openly advertise our prices. Our mission is to eliminate barriers to trade and open business, which is why our legal fees for the drafting of the Memorandum and Articles of Association of a Maltese registered company is set at just € 99, excluding registration fees.

The registration fees payable to the Maltese Registry of Companies are calculated on the authorised share capital of the company. A company with an authorised share capital of less than € 1,500 is subject to a minimum company registration fee of € 245. The registration fees are set forth in the Companies Act (Fees) Regulations – S.L. 386.03 – which registration fees may be summarised as follows:

Share Capital (Authorised) Registration Fee
Up to € 1500 € 245
Exceed € 1,500 but not € 5,000 € 245 plus € 15 for each part over € 500 or part thereof in excess of € 1500
Exceed € 5,000 but not € 10,000 € 350 plus € 20 for each part over € 1,000 or part thereof in excess of € 5,000
Exceed € 10,000 but not € 50,000 € 450 plus € 20 for each part over € 2,500 or part thereof in excess of € 10,000
Exceed € 50,000 but not € 100,000 € 770 plus € 20 for each part over € 10,000 or part thereof in excess of € 50,000
Exceed € 100,000 but not € 250,000 € 870 plus € 10 for each part over € 15,000 or part thereof in excess of € 100,000
Exceed € 250,000 but not € 500,000 € 970 plus € 10 for each part over € 10,000 or part thereof in excess of € 250,000
Exceed € 500,000 but not € 1,000,000 € 1,220 plus € 20 for each part over € 20,000 or part thereof in excess of € 500,000
Exceed € 1,000,000 but not € 2,500,000 € 1,720 plus € 10 for each part over € 50,000 or part thereof in excess of € 1,000,000
Exceeds € 2,500,000 € 2,250
SICAVs € 1,750

Please note that whenever the authorised share capital is increased, the company must pay an amount representing the balance between the authorised share capital as increased, and the authorised share capital, prior to the increase. By way of example, if a company is incorporated with an authorised share capital of € 1,200 and then, subsequently, this authorised share capital is increased to € 5,000, then the company must € 105 (i.e. € 350 for an authorised share capital of € 5,000 less the original € 245) registration fees. It is possible to circumvent payment of this increase, through the allotment of shares issued at a premium.

Malta Company Formation Fee Schedule

In order to initiate the formation process of a Malta company, please download our fee quote request form (FORM A1) and sent it to our officers at enquiries@fbsmalta.com – thereinafter you shall receive a fee quote within 24-48 hours. If you have difficulty in downloading the form please contact us to request one. For expediency please include as much detail as possible, with regard to the purported trading activity / scope of the proposed company

Download information on formation fees and procedure and ask for a written proposal here:

FORM A1 – MALTA COMPANY FEE QUOTE REQUEST FORM (pdf)

The applicable registration fees for a Malta company, compare favourably with those of other EU jurisdictions. Furthermore, extending the comparison to professional services and/or recurring costs for services such as (administration, accounting & tax compliance), professional fees are approximately 40% less than those applicable in Western Europe. This cost saving, coupled with the highest level of service, as well as an extraordinarily advantageous tax treatment (ultimate tax leakage is of just 5% on active trading income, which may be further mitigated) renders Malta a most interesting business proposition.

Instructions

Please complete the form below, sign and fax it to + 356 2338 1111, or scan/email it to enquiries@fbsmalta.com

(if you have difficulty in downloading the form please contact us to request one).

Download Company Registration Instruction Form here:

Malta Company Formation Instructions (pdf)

 

Malta Company Annual Return – Essential Information

Every Company registered in Malta, irrespective of whether it is a private or public company must file an Annual return to the Maltese registry of companies on a yearly basis. The contents of the annual return are set forth in schedule 7 to the Companies Act and the execution and filing thereof is typically entrusted to the Company secretary, albeit any director may also execute and file the return.

Article 184(2) of the Companies Act prescribes that the filing of the annual return must be filed within forty-two (42) days after the date to which it is made up. As the annual return is made on the anniversary of the registration of the company, effectively this means that the company secretary or company director should ensure filing thereof by not later than forty-two (42) days from the day of its formation.

Late filing shall not bring the nullity of the annual return, however, it shall trigger off penalties of late filings. Malta company annual return fees payable to the registry of companies are set forth by the Companies Act (Fees) Regulations – S.L. 386.03, and calculated in accordance to the authorised share capital of the Company. A copy of such table is hereby being reproduced below for ease of reference:

does not exceed € 1500 € 100
Exceeds € 1,500 but not € 5,000 € 120
Exceeds € 5,000 but not € 10,000 € 135
Exceeds € 10,000 but not € 50,000 € 300
Exceeds € 50,000 but not € 100,000 € 400
Exceeds € 100,000 but not € 250,000 € 600
Exceeds € 250,000 but not € 500,000 € 800
Exceeds € 500,000 but not € 1,000,000 € 900
Exceeds € 1,000,000 but not € 2,500,000 € 1,200
Exceeds EUR 2,500,000 € 1,400
(SICAVs) € 1,000

Since the relevant Malta Company Annual Return fees are calculated in accordance to the authorised (not the issued) share capital of the company, it is possible to contain costs, through the use of share premium which has the effect of ensuring that the authorised share capital remains at a low threshold whilst ensuring that the issued paid up capital is allotted to a very high premium.

SICAVs are still obliged to file an annual return, however, most of the fields set forth in the Seventh Schedule are inapplicable to them. The reason for this is that SICAVs are used for a number of very specific uses, such as corporate vehicles for collective investment schemes. Subscibers to the units, are, provided the scheme is open ended, able to redeem or purchase new schemes, without triggering reporting requirements (Form T) to the Maltese registry of companies. This derogation from reporting has been extended to the annual return.

Very importantly, the obligation to file annual return ceases once the company is placed into liquidation. The rationale behind this derogation is that once the company is put into liquidation, the duties inherent in the offices of company secretary and company directors are (barring a few statutory residual powers) divested to the liquidator. The role of the liquidator does not include the filing of annual returns of the company.

Re-domiciliation of Companies in Malta, Requirements and Procedures

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.

The re-domiciliation of companies in Malta is permissible, insofar as the following steps are adhered to:

Step 1: The constitutive documents (e.g. Memorandum and Articles of Association) of the Company to re-domicilie in Malta must include a provision allowing or empowering the Company to re-domicile in another jurisdiction.

In the event that the constitutive documents of the Company do not include such provision, the Company shall have to amend its constitutive documents accordingly.

Step 2: Once the constitutive documents of the Company include the aforesaid provision, a request for re-domiciliation in Malta shall be possible, insofar that the following supporting documents are annexed to the application:

a) An Extraordinary Resolution, or the equivalent thereof, passed by the members of the Company approving the migration of the Company to Malta;

b) A copy of the constitutive documents of the Company, revised in order to comply with Maltese legislation;

c) A Certificate of Good Standing, or the equivalent thereof that will serve as evidence that the Company is in compliance with the requirements of incorporation of the authority of the home country;

d) A declaration signed by at least two (2) directors of the Company attesting:

  • The full name of the Company as registered with the relevant authorities in the Country of first incorporation and the intended name under which the Company wishes to operate in Malta. It is strongly advisable that a company search be conducted prior to the re-domiciliation process to ensure that the proposed name is available.
  • The jurisdiction within which or according to which the Company was first incorporated;
  • The decision to have the Company re-domiciled in Malta;
  • That the Company has given its official notification to the relevant authority in the home country of its intention to be re-domiciled in Malta, and evidence of such notification;
  • That there are procedures pending against the Company for breaches of the laws of the home country;
  • That the Company is solvent and that the directors are not aware of any circumstances which could adversely affect the solvency of the Company within a period of twelve (12) months from the date on which the redomiciliation application is filed.

e) A list of the directors and company secretary, if any, of the Company, before re-domiciliation and after re-domiciliation of the Company in Malta;

f) Evidence of similar laws, typically a legal opinion, allowing for company migration, in the home country, and notably that the proposed re-domiciliation is not dependent on the consent of any creditors of the Company.

Any pledge on shares in the Company shall continue to be valid upon re-domiciliation of the Company in Malta, provided due notification is given to the Maltese registrar of companies.

Additional documents shall be required in the case of public companies or listed companies.

Companies incorporated outside Malta, which carry out licensable activities e.g. banking, insurance etc; may also apply to re-domicile in Malta, subject to special ad hoc regulations.

Click here for more information regarding the re-domiciliation of Offshore Funds

We can assist you in the preparation of all resolutions and declarations necessary for re-domiciliating the Company in Malta, and in the compilation of all supporting documentation. Contact us to get a fee quote and to start the re-domiciliation process.

Step 3: Once we are in receipt of all the aforesaid documents, we can proceed in submitting the application for redomiciliation to the Maltese Registry of Companies.

Step 4: When the Maltese Registrar of Companies is satisfied that the application form and documents submitted are in accordance with the Regulations, the Registrar shall issue a provisional certificate, meaning that the Company:

  • continues to be a body corporate registered in Malta;
  • is subject to all the obligations and capable of exercising all powers of a Maltese company registered under the Maltese Companies Act;
  • retains all its assets, rights, liabilities and obligations;
  • remains subject to any legal proceedings or judgments commenced or given prior to registration in Malta

Step 5: Within six (6) months of the date of issuance of the temporary certificate of re-domiciliation, the Company has to submit evidence to the Registrar from the relevant body of the country of first incorporation, that it has ceased to be a company registered in the home country (i.e. that it has been struck off).

Upon receipt of acceptable proof of the aforesaid striking off, the Maltese Registrar of Companies shall issue a final certificate of registration.

An application for re-domiciliation may be declined in the following circumstances:

  • Where procedure for dissolution or winding-up or any other insolvency proceedings, writs against the Company or equivalent proceedings have been commenced against the Company;
  • A liquidator, receiver or equivalent administrator has been appointed in relation to the Company;
  • If any order exists that limits or suspends the rights of the Company’s creditors;
  • If any legal proceedings, criminal or civil have been commenced against the Company in the home country.

The aforesaid procedure shall likewise apply if a Maltese registered Company wishes to re-domicile from Malta to another jurisdiction, subject to payment of a one-time fee of € 1,000.

Contact us to get a free quote and to start the re-domiciliation process.

Avoid the need to liquidate your company and start reaping the full benefits of the Maltese, onshore, low-tax solutions, by re-domiciliating your company to Malta.

Malta Company Overview of the Most Salient Features

For more detailed information, kindly refer to our Company Law Library for a detailed analysis and explanation on each section. However, for a swift overview of the most salient features of a Maltese Company please refer to the summarised table below:

Taxation / Stamp Duty / Capital Gains Generally tax exempt for non-resident shareholders, provided the company does not own real estate in Malta
Income tax 35% (number of tax refunds available to shareholders upon a final distribution of dividends – default tax credit being of 6/7ths, thereby leaving a tax leakage of just 5%)
Geographical restrictions of business None
Official language / language of documents English / Maltese
Operational trading objects Generic and wide – restrictions apply to licensed entities
Minimum share capital EUR 1165 (private company), EUR 46,600 for public company
Recommended share capital EUR 1,200 for private company seeking low capitalisation
Registration fee Proportionate to share capital – Minimum registration fee – EUR 245
Share Capital Cash (any convertible currency) or in kind – subject to experts report
Bearer shares Not possible
Minimum number of directors One for private companies, Two for public companies
Minimum number of Shareholders Usually two (2) but single member companies also possible, subject to statutory restrictions
Maximum number of Shareholders Fifty (50) in the case of private limited liability companies
Corporate Shareholders Permissible
Foundations as shareholders Permissible
Trusts as shareholders Not possible
Non-resident directors Permissible
Corporate directors Permissible
Company secretaries Mandatory
Corporate company secretaries Not permissible (slight exception investment management companies with variable share capital) – SICAVs
Registered Address in Malta Mandatory
Register of Directors Not applicable – extracts of registry attesting directorship possible
Register of Members Mandatory – responsibility of company secretary and usually held at registered office
Register of Members available for public viewing No
Disclosure of beneficial owners to Registrar Not necessary in the case of nominee shareholder (but subject to disclosure during compliance visits) – advisable to have use of corporate shareholder for anonymity and tax efficiency
Disclosure of beneficial owners to Registered Agent Yes subject to strict confidentiality rules
Holding of Annual General Meeting Mandatory – first annual general meeting to be held within eighteen (18) months from date of incorporation, and within fifteen (15) months thereinafter
Meetings of Directors / Members May be held worldwide – advisable to be held in Malta for effective management and control
Proxy Permissible
Corporate Minutes and Resolutions To be kept at the registered address of the company
Corporate Seal No
Keeping of accounts Mandatory
Auditing of accounts Mandatory
Filing of accounts Mandatory
Access to double-tax avoidance treaties Yes
Foreign exchange controls No
Re-domiciliation / Continuation Yes, both in and out of Malta
Time for incorporation 24-48 hours
Shelf companies No

 

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 enquiries@fbsmalta.com

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