A major perceived advantage introduced by the recent tax amendments is that there is no longer the need to establish two separate companies for the purposes of carrying out from Malta trading activities on the one hand and holding activities on the other. It is now possible for a Malta company to carry out both types of activities, with a distinction between the two activities being made in the respective tax accounts for each income stream. In the past, ITCs were unable to operate a foreign income account which created the requirement to set up a separate entity operating the foreign income account in cases where the activities of that company was simply to generate passive income. Having said this, it may still be advantageous to have a two-tier structure.
| General Information |
|
|
|
| Company Law |
Companies Act 1995 |
|
|
|
| Type of Company |
Private Limited Liability Company |
|
|
|
| Language of Legislation and Corporate Documents |
English |
|
|
|
| Exchange Control |
No |
|
|
|
| Length of Time to Incorporate |
3 to 5 working days |
|
|
|
| Government Registration Fee |
Euro 349.41 for authorised share capital up to Euro 4,658.75 |
|
|
|
| Shelf Companies Available |
No |
|
|
|
| |
|
|
|
|
| Corporate Names |
|
|
|
| Name Restrictions |
Names identical or similar enough to create confusion, offensive or otherwise undesirable |
|
|
|
| Endings and Abbreviations Required |
"Private Limited Company", "Limited" or its abbreviation "Ltd." |
|
|
|
| Length of Time to Verify Name Availability |
Less then 24 hours depending on name similarity |
|
|
|
| Reservation of Names Permitted |
Yes |
|
|
|
| Language of Name |
Any language using the Latin alphabet |
|
|
|
| Name of Banks, Insurance, Investment Fund, Trust Company or their Equivalents Require Consent or License
|
Yes |
|
|
|
| |
|
|
|
|
| Capital and Shareholders |
|
|
|
| Minimum Number of Shareholders |
2 (there are exceptional circumstances where one member is permitted) |
|
|
|
| Corporate Shareholders Permitted |
Yes |
|
|
|
| Local Shareholders required |
No |
|
|
|
| Disclosure of Shareholders |
Yes (Anonymity can be retained through a licensed Fiduciary or Trustee) |
|
|
|
| Minimum Authorised Shares to be Issued |
Euro 1,164.69 (one thousand one hundred and sixty four Euro & sixty nine cents) |
|
|
|
| Bearer Shares Permitted |
No |
|
|
|
| Registered Shares Permitted |
Yes |
|
|
|
| Number Par Value Shares Permitted |
No |
|
|
|
| |
|
|
|
|
| Directors and Company Secretary |
|
|
|
| Minimum Number of Directors |
1 |
|
|
|
| Minimum Number of Company Secretaries |
1 |
|
|
|
| Corporate Directors Permitted |
Yes |
|
|
|
| Corporate Company Secretary Permitted |
No |
|
|
|
| Local Directors / Company Secretary Required |
No |
|
|
|
| Disclosure of Directors / Company Secretary |
Yes |
|
|
|
| Appointment of Subsequent Directors / Officers |
Yes |
|
|
|
| |
|
|
|
|
| Meetings |
|
|
|
| Annual General Meeting of Shareholders Required |
Yes - notice to be given to every member of the company and its auditor |
|
|
|
| Annual General Meeting of Directors Required |
No |
|
|
|
| Location of Directors and Shareholders Meetings |
Malta - for place of effective control & management |
|
|
|
| Adoption by Consent Permitted |
Yes |
|
|
|
| Quorum Required for Purposes of Meetings |
2 members personally present shall be a quorum in so far as the articles of the company do not contain other provisions |
|
|
|
| |
|
|
|
|
| Local Requirements |
|
|
|
| Registered Office/Agent |
Yes / No |
|
|
|
| Register of Directors / Officers to be kept at Registered Office |
Yes |
|
|
|
| Company Seal Required |
No |
|
|
|
| Copy of Minutes to be kept at Registered Office |
Yes or at any such place as may be specified in the memorandum of articles |
|
|
|
| Copy of Share Register to be kept at Registered Office |
Yes |
|
|
|
| |
|
|
|
|
| Annual Requirements |
|
|
|
| Minimum Annual Government Fee or Franchise Tax |
Registration of an annual return, Euro 163.06 where the authorised share capital of the Company does not exceed Euro 11,646.87 |
|
|
|
| Requirement to File Annual Return |
Yes (42 days after the date to which it is made up) |
|
|
|
| Requirement for Financial Audited Accounts |
Yes |
|
|
|
| Requirement to file Financial Statements |
Yes (ten months after the end of the relevant accounting reference period & 42 days) |
|
|
|
| Requirement to file Tax Return |
Yes |
|
|
|
| |
|
|
|
|
| Other Relevant Information |
|
|
|
| Member of Apostille of the Hague Convention |
Yes |
|
|
|
| Increase or Reduction of Amount of Issued Shares |
By extraordinary resolution - restrictions may apply |
|
|
|
| Appointment or Removal of Director(s) |
By ordinary resolution - restrictions may apply |
|
|
|
| Redomiciliation Permitted |
Yes |
|
|
|
| Reinstatement at Registry |
Yes, by Court order preceding striking-off |
|
|
|
| Removal from Registry |
Following dissolution & consequential winding up |
|
|
|
| Corporate Tax |
35% however credit / refunds may apply to the shareholder(s) |
|
|
|
| Double Taxation Agreements |
Yes, over 50 |
|
|
|
