Incorporating a Malta Company
Setting up business or setting up a company in Malta provides an effective, EU-based solution. 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 to register a company in Malta. Whether one is in need for a Malta holding Company (to be used as part of an effective asset-holding structure), a Malta trading Company, a ship-owning Company, an investment vehicle or a captive insurance company, Malta provides several solutions to accommodate such requirements.
Malta Company Incorporation Overview
|Company Law||Companies Act 1995|
|Type of Company||Private Limited Liability Company|
|Language of Legislation and Corporate Documents||English|
|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|
|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|
|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|
|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|
|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|
|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|
|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|
|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|
|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 70|
Company Types & Company Name
- Private Limited Liability Company;
- Public Limited Liability Company.
The name of a private Company must end with the words ‘Ltd.’ or ‘Limited’ whereas a public Company must have ‘p.l.c.’ at the end.
Malta Company Incorporation – Shareholders
Every Private Limited Company must have, at least, one (1) shareholder who may either be an individual person or a corporate entity. Meanwhile as Company formation agents offering a wide range of Corporate Services, we can also offer holding shares through CSB Trustees & Fiduciaries Limited which is a member of CSB Group that is licensed by the Malta Financial Services Authority (MFSA) in order to provide such services. CSB Trustees & Fiduciaries has also announced the extension of the authorisation so as to act as an administrator of private foundations.
Malta Registered Office
Every company must have a registered office address situated in Malta. CSB Group provides registered office facilities to companies registered in Malta.
Company Formation in Malta – Fees
Malta Company Formation expenses are payable to the Registrar of Companies upon incorporation of the company. Currently, they vary from a minimum of EUR 245.00 to a maximum of EUR 1,750.00, depending on the value of Authorised Share Capital. A minimum, annual fee of EUR 100.00 is payable together with the submission of an Annual Return and this is normally coordinated through our offered secretarial, directorship and back office services.
The share capital may be divided into ordinary shares and preference shares and classes or variants thereof. In Malta, bearer shares are not allowed. Ownership of company shares or debentures is evidenced by their entry in the Company’s register of members or of debentures and by the issue of a share or debenture certificate.
Time Required to Set Up a Company In Malta
The length of time required to set up a company in Malta 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 & Double Tax Treaties
Malta is currently signatory to almost 70 Double Tax Treaties and some interesting opportunities exist when putting into place the appropriate corporate structure. Corporate tax in Malta is calculated at a flat-rate of 35% on the gross profits based on the audited financial statements of the company. However through the availability of a tax refund system granted to shareholders of Malta-registered companies, the overall net effective tax rate could be reduced to 0% in the case of holding company structures, 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 tax refunds. Licensed shipping organisations which own or operate tonnage tax ships are exempt from taxes in Malta.
Accounting & Auditing Requirements
Malta-registered companies are required to keep proper accounting records and have their financial statements audited at the end of each financial year in accordance with the Malta Companies Act, 1995 and International Accounting Standards. Financial statements should include 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. Fully-fledged accounting services and payroll services are offered by CSB Group in Malta. We also assist clients with the coordination of the auditing of financial statements by third party auditors.
Forming a Company in Malta
New company registrations in Malta are constituted by Memorandum & Articles of Association (M&A) that are subscribed to by the shareholder/s; and a certificate of registration that is issued by the Malta Registrar of Companies in respect thereof. The M&A would state the name of the company; the name, address and official identification of the subscribers; whether the company is a private company or a public company; the registered office address of the company in Malta; the activities of the company; details regarding the authorised, issued and paid-up share capital; the number of directors and their particulars, the number of company secretaries and their particulars, and the manner in which the legal and judicial representation of the company is to be vested.
Exchange Control and Share Capital
Maltese Companies are not subject to any exchange control restrictions.
The authorised and issued share capital of a private company shall be of a minimum of €1,164.69 of which at least 20% is to be paid-up front.
In the case of public companies, the minimum authorised and issued share capital shall be of €46,587.46 of which at least 25% must be paid-up. Companies may have their share capital denominated in € (Euro) or any other major currency.
We have worked closely with CSB Group since February of 2015. They have been instrumental in helping us establish our Malta office and continue to aid us with their stellar legal and accounting services. Malta has proven to be an excellent location to establish our business, however, setting up a company with many international shareholders has been a complicated task. CSB Group has guided us along this process and we are quite satisfied with the results.
AQblue Limited | Tom Druk, CEO