Malta Company Incorporation

Maltese companies provide an effective solution as a European Union based company of choice. Malta's competitive tax system, extensive network of Double Taxation Agreements, and its English-speaking educated workforce make it an increasingly popular business vehicle for companies from all over the world. Whether you're looking for an effective asset-holding structure, an international trading company, a ship-owning company, an investment vehicle or a captive insurance company, Malta provides several solutions to accommodate your requirements.

Malta is currently signatory to over 50 Double Tax Treaties and some interesting opportunities exist when putting into place the appropriate corporate structure. Click here to view Double Tax Treaties

Last Updated: 18/03/10

Company Types

• private limited liability company; and
• public limited liability company.

Company Name

The name of a private company must end with the words ‘Ltd.’ whereas a public company must have ‘p.l.c.’ at the end.

Shareholders

Every private company must have, at least, 2 shareholders who may be individuals or corporate. In order to satisfy this requirement, the practice is for a third party to hold a single share with all the other shares being held by the intended beneficiary. A private exempt company may, on the other hand, opt to have a single shareholder.

Registered Office

Every company must have a registered office situated in Malta. CSB Group provides registered office facilities in Malta.

Registry of Companies - Fees

Company Registration Expenses are payable to the Registrar of Companies upon incorporation. Currently, they vary from a minimum of EUR 350 to a maximum of EUR 1750, depending on the value of Authorised Share Capital. A fee of EUR 163.06 is payable annually upon submission of the Annual Return. The share capital may be divided into ordinary shares and preference shares and classes or variants thereof. In the case of private companies, bearer shares are not allowed. Ownership of unlisted company shares or debentures is evidenced by entry in the company's register of members or of debentures and by the issue of a share or debenture certificate.

Directorship

Besides incorporation services, CSB Group provides resident directorship and professional management services for companies under its administration, subject to the satisfaction of certain conditions. The task of the resident Director is primarily that of ensuring that Companies operate in line with Maltese laws and regulations including but not limited to the Companies Act 1995, Maltese tax laws, and specific regulatory norms. Furthermore, CSB Group also offers the service of liaising with all local authorities, procuring local secretarial services, and coordinating all statutory accounting and filing requirements. Read more about the Directorship and Management Services that CSB Group can offer.

Company Secretary

The Company Secretary of a Malta company is responsible for the Company Register, to keep all minutes of meetings of the Company's members and directors, and to file all documentation with the Registry of Companies as required by law. In line with the customary practice, and also in order to be able to provide the information required in an Annual Return, the company secretary also keeps the register of applications and allotments of shares, the register of pledges on shares, the register of directors, the register of company secretary.

The Company Secretary must also ensure that what is decided is executed by the director/s and to inform all the members of the company of any irregularities that may be observed. CSB and members of its staff may act as the Company Secretary.

Registration Period

The length of time to incorporate depends on the type of company involved and on the timely submission of all information and documentation to our offices. The process can take as little as 48 hours.

Taxation

The company rate of tax is a flat-rate of 35% on the chargeable profits based on the audited accounts of the company. However, a system of tax refunds granted to shareholders provides significant fiscal benefits, reducing Malta tax in the hands of shareholders to 0% in the case of holding companies, and 5% in the case of trading companies. In either case, there are specific legal requirements that must be satisfied in order for shareholders to benefit from such refunds. Licensed shipping organisations which own or operate tonnage tax ships are exempt from taxes in Malta.

Double Tax Treaties

Malta is currently signatory to over 50 Double Tax Treaties and some interesting opportunities exist when putting into place the appropriate corporate structure. Click here to view Double Tax Treaties

CSB provides a full range of corporate and tax administration and back-office support services assisting clients with their company incorporation, tax structuring and general administration needs.

Accounting & Auditing Requirements

Malta companies are required to keep proper accounting records and to have their accounting records audited at the end of each financial year and this in accordance with Malta's Companies Act, 1995 and International Accounting Standards. Financial statements comprise of the directors' report, the auditors' report, balance sheet, profit and loss account, notes to the financial statements, together with schedules to the profit and loss account.

Formation Procedure

A company is constituted by a Memorandum of Association being entered into and subscribed to by the shareholder/s and a certificate of registration being issued in respect thereof. The Memorandum should state the name of the company; the name, address and official identification of the subscribers thereto; whether the company is a private company or a public company; the registered office of the company in Malta; the objects of the company; details regarding the authorised, issued and paid-up share capital; the number of directors and the particulars of the first directors and secretary, and the manner in which the representation of the company is to be exercised.

Exchange Control

Maltese Companies are not subject to any exchange control restrictions.

Share Capital

The authorised and issued share capital of a private company shall be of a minimum of EUR 1164.69 of which at least 20% is to be paid-up. In the case of public companies, the minimum authorised and issued share capital shall be of EUR 46,587.46 of which at least 25% must be paid-up. Companies may have their share capital denominated in any major foreign currency.

For Corporate Services, including Malta Company Formation, Back Office Management and Accounting & Payroll Services; kindly forward your query to corporate@csbgroup.com