Incorporation and Administration of a Maltese Shipping Company

The registration of a vessel on the Maltese Register no longer necessitates the incorporation of a shipping company in Malta. Foreign corporates complying with requirements may also register a vessel in Malta. Shipping companies incorporated in terms of Merchant Shipping (Shipping Organisations – Private Companies) Regulations may however benefit from less stringent obligations imposed on other types of private companies, which must be incorporated under the Companies Act, 1995.

From 1st August 2004, shipping companies may elect to be incorporated under, and regulated by, the Merchant Shipping (Shipping Organisations – Private Companies) Regulations (MSR) instead of the Companies Act. Shareholders and directors need not be Maltese nationals. Foundations, trusts and other bodies corporate may also be constituted as shipping organisations in Malta and register vessels in Malta.

A shipping company is incorporated in Malta by filing a duly executed Memorandum & Articles of Association and effecting payment of the relative fees.

Basic Requirements for Incorporation

The basic requirements and information necessary for the registration of a shipping company under the MSR are as follows:

• The proposed name of the company. The words ‘Limited’ or ‘Ltd’ must be inserted at the end of the proposed name. Reservation of a proposed name prior to registration is possible.
• The name, residential address, nationality, passport number, date and place of issue and date and place of birth, of each shareholder. In general there must be a minimum of two shareholders, which may be individuals or corporate entities, however one shareholder may be permitted.
• The number of shares to be held by each shareholder (out of a standard ordinary share capital of 500 shares of EUR 2.33 each). The minimum share capital is EUR 1164.69, twenty percent paid up. Equivalent share capital in certain foreign currencies is permitted.
• The name, residential address, nationality, passport number, date and place of issue and date and place of birth, of each director. Companies may have a minimum of one director and directors may be corporate entities.
• Any special instructions on the company structure, voting rights and similar matters as may be deemed necessary by the shareholders.
• There are obvious inherent advantages in having a local individual acting as Special Attorney, as corporate documentation and authorities may be attended to in Malta. The services of a Special Attorney can be provided at an annual nominal fee.

Basic Accounting and Auditing Requirements

The MSR requires that the company prepare annual audited accounts, to be filed with the Registry of Companies within 42 days from the period for laying of accounts before general meeting. The company will be bound to keep accounting records for ten years. Smaller companies will be exempt from the accounting provisions of the MSR.

The MSR however provides a transitory period, and these provisions shall only apply once notification of entering into force is given, and nevertheless shall not apply to accounting periods commencing earlier than five years than the coming into force of the MSR.

Annual Return

From the 1st January 2005, the company is bound to file an annual return as of each anniversary of registration and to be filed within 42 days of said anniversary. Every officer of the company who is in default of filing such annual return shall be liable to a penalty and a further penalty for every day that the default continues.

For Vessel Registration Services, including Ship & Yacht Registration, Shipping Company Incorporation and Yacht Finance Leasing; kindly forward your query to marine@csbgroup.com