Malta Company Registered Office Requirements
Article 69 of the Companies Act, Chapter 386 of the Laws of Malta, sets out the mandatory contents to be included in the Memorandum and Articles of Association of the Company. One such mandatory ground is the insertion of the registered office clause.
The registered office clause of a Maltese company must be in Malta and it delineates the place where all communications and notices are to be served. It is important to note that the registered office need not necessarily be the principal place of business of the company – it is possible for the company to carry on a substantial or all of its business in a totally different premises. Furthermore, there is no statutory obligation for the meetings of the board of directors or of the general meeting to be carried out from the registered office of the Company. However, notwithstanding the aforesaid, the registered office is still of central importance as it is the place where all written pleadings (such as service of judicial acts) will be deemed to have been served against the Company.
Furthermore, the registered office clause has important income tax considerations. With the registered office of every Maltese company having to be in Malta, this determines its nationality and domicile, and insofar that the effective management and control is retained in Malta, then the Maltese Company shall also be subject, from an income tax perspective, to the Laws of Malta.
The Companies Act prescribes that a Maltese company should retain statutory registers and books, and as a general rule, these should be kept at the registered office of the Company. The registers and books which must be kept at the registered office of the company are:
the register of members;
the register of debentures, if any;
the books containing the minutes of the proceedings of general meetings; and
the accounting records
It should be however stated that the accounting records may also be kept at any such other place as the directors deem fit. If the accounting records are kept in a place outside Malta, there must be sent to, and kept at a place in Malta, whereby the accounting records will disclose with reasonable accuracy the financial position of the company at intervals not exceeding six (6) months, so to enable the company’s balance sheet and its profit and loss account to be be prepared in accordance with the provisions of the Companies Act
Interesting, Article 6(1) of the Companies Act, obliges the Maltese Company to state its registered office (along with its name and registration number) in all its business letters and order forms. The intention of the legislator is to afford third parties as much visibility as to where written pleadings may be filed with and/or against the company.
The registered office clause has also a pecularity. It is the only alteration to the memorandum of association which may be effected by resolution of the directors – all other alterations require an extraordinary resolution of the members. When the directors elect to change the registered office clause, they have to submit a bespoke notification form – Form Q to the registrar of companies, within fourteen (14) days from such change.
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For more thorough information, and bespoke advice, you are kindly requested to contact one of our officers. Contact us 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
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