Setting Up a Business in Malta: Step by Step Guide

  Opening a Company in Malta: Step by Step Guide

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The Republic of Malta offers a wealth of benefits to those who decide to start a business locally: from tax exemptions to low costs for company formation and maintenance, one can see why foreign investors favour setting up their business on the island. But why open shop in Malta? Here are some of the top reasons to open a company in Malta.

Benefits of Setting Up a Business in Malta

Setting up a company in Malta can enable you to benefit from a variety of advantages that the country offers. The following are a list of such perks:

  • Taxation Benefits: Malta is renowned as one of the EU states with the lowest net effective tax rates. It offers a vast array of investment opportunities to both EU and Non-EU investors.

    The “Malta Taxation Refund System” is arguably the most popular and sees shareholders able to claim back a portion of tax paid in Malta after a distribution of dividends is made. A company in Malta pays 35% tax on trading profits; however, if the owner of the company set up in Malta is not resident and domiciled in Malta, they can generally recover 6/7ths of the aforementioned tax, resulting in a Net Effective Tax Rate of 5% in Malta if the profits derived are of a trading nature or a 5/7 refund if the profits are of a passive nature, thus resulting in a Net Effective Tax Rate of 10% in Malta.

    Further tax reductions are also offered, which our team will be happy to discuss in detail. Some of these are No Exit Taxes, Wealth Taxes, Payroll-based Tax or Trade Tax, there is also the possibility of setting up a Fiscal Unit in Malta, whereby the Malta group of companies can be consolidated and as a result the net effective tax rate of 5% can be paid immediately as opposed to the refund system mentioned above, subject to certain conditions being met.

  • Low Incorporation and Maintenance Costs: The minimum share capital to open a company in Malta is €1.165, 20% of which should be paid up, with a total of €245 to be deposited. Registry fees are also low, making Malta a very attractive jurisdiction within which to do business.
  • Exemption from Duty on Documents: for those carrying out international activities, an exemption from duty on documents is in place which covers transfer of shares and increases of share capital.
  • Double Taxation Treaties: Malta has signed over 70 Double Taxation Treaties, meaning you are safeguarded from being taxed twice on the same income.
  • A strategic position: The Republic of Malta is located in the middle of the Mediterranean Sea, a short couple of hours flight from major capitals of both Europe and Northern Africa.
  • Multicultural and multilingual: the country is extremely diverse, ushering foreigners from all over the world to experience its culture and beauty. This creates a Babylonia of languages and cultures, with English as the common denominator between them all.
  • 360 sunny days: the weather is one of the best in Europe, with the majority of days being blessed by sun and only a few rain showers to cool down the hot temperature.
  • Visa-Free Zone: as a member state of the Schengen Area, there are no travel restrictions between Malta and the remaining countries that befall the Zone.

Malta has this and much more to offer to those investors who decide to open a company in Malta – a comprehensive rundown of which our advisors will be able to give you should you decide to avail yourself of our holistic services.

Step-by-step guide on how to open a company in Malta

If you are intrigued by the benefits the country has to offer and would like a brief overview of the process of opening a company in Malta and adding it to the Malta Business Registry, look no further. Though one can easily get lost in the intricacies of how to start a company in Malta, it is a fairly easy procedure. Here is a step-by-step guide on what you can expect when you choose to register a company in Malta:

Step 1: Choose your company type

There are four different types of company you can choose from when setting up shop in Malta:

  1. Limited Liability Company, the most common type which, in turn, can be:
    1. Private if it limits the number of members to fifty, and it prohibits any invitation to the public to subscribe for any of its shares or debentures. Some private companies may qualify for certain advantages if they meet specific criteria that enables them to list themselves as Private Exempt Companies.
    2. Public if it does not qualify as a private company and publicly offers shares or debentures.
  2. General Partnership are best suited for medium-to-small sized businesses and can be:
    1. En Nom Collectif, which refers to a partnership between two or more partners, one of which must be either an individual or a corporate body.
    2. En Commandite, also known as Limited Partnership, where members hold limited liability over the company.
  3. Single Proprietorship or Single Member Company, an enterprise held in ownership by one person. This can happen either at the time of incorporation or through the acquisition of all shares by one person only.
  4. Overseas Companies, having a corporate body outside of Malta with a branch located in Malta

If you are unsure which company type to open your enterprise as, reach out to us at [email protected] and a specialist will be more than happy to advise you on the best option for you.

Step 2: Choose your company name

Of great importance is not only the type of company you are willing to set up but also its name. The name of a firm must not be a copy of a pre-existing enterprise, and must not contain specific words which may be deemed offensive. On top of this, a company name must not misrepresent the nature of the enterprise. In certain cases, you must be able to show evidence showing that you are allowed to use certain words as part of the company name such as “Insurance”, “Blockchain”, “Bank”.

In short, it must be an original name that properly represents the firm’s endeavour.

Step 3: Prepare the necessary documentation

Once it has been established what type of company you wish to open, a few documents must be prepared to be submitted to the Registrar of Companies Association of Malta.
First and foremost, the Memorandum and Articles of Associations must be prepared. The Memorandum is a document that contains important and relevant information such as:

  • The type of company;
  • Complete identification of its subscribers be it persons or corporate body;
  • The company name;
  • The company’s registered office in Malta;
  • The objects of the company and the main trading activity (the latter if it’s a Single Member Company);
  • The amount of share capital, its division into shares, the number of which taken by each subscriber, and the rights attached to each class of share;
  • The number of directors and their identifications;
  • The name and residence of the first company secretary;
  • If fixed, the period of duration of the company;
  • Identification of each shareholder, director, legal and judicial representatives and company secretary.

The Articles of Association, on the other hand, are documents that outline the internal regulations of the company. If not registered, it is implied that the company adopts the model articles found in the First Schedule to the Companies Act.

Furthermore, if you are registering a new company and any of its shareholders is a corporate entity, a supplementary document known as Form BO1 must be annexed. This will contain information on the identification of the company’s ultimate beneficial owners.

Evidence of paid-up share capital should also be produced, and can be submitted in the form of bank deposit advice.

Additional supporting documents may be requested at the Registrar’s discretion.

A registration fee will also have to be paid – the amount depends on the company’s authorised share capital.

CSB Group will be there every step of the way to guide you through the process of submitting these documents, aiding you in sourcing them and applying to the Registrar for a Certificate of Registration.

Step 4: Gain a Certificate of Registration

In case all the necessary documentation is provided and accepted by the Registrar, a Certificate of Registration will be issued. This certificate proves that the company has come into existence and is authorised to conduct business starting from the date of issuing of said certificate.

The time required for incorporation of a company in Malta depends on the type of company being registered, if all documentation is satisfactory, and if any supplementary information must be provided to the Registrar. If all is in order, this normally lasts between 5-10 days.

Step 5: Register for VAT in Malta

When you create a company in Malta and it is officially recognised by the Registrar with a Certificate of Registration, it must then be registered to pay VAT which is set at 18% in Malta, especially if the company would be incorporated as a ‘trading’ and not a ‘holding’ entity. There are different routes to be taken in order to do so depending on whether the applicant is a Sole Proprietor, a Company Legal Representative in possession of a valid Maltese ID Card, or a foreigner who does not have a Maltese ID Card.

The process may take as little as a day and it is easily achieved by submitting, as a rule of thumb, the following documents:

  • An Application Form submitted through a Registered Practitioner alongside an Authorisation Letter.
  • A Practitioner’s or Company’s Legal Director’s identification document.
  • Self-registration vested as a Company’s legal Director through eID.
  • Self-registration using a valid Identity/Residence card (if in possession of one) and Document Numbers.

If in any doubt, contact CSB Group’s experts who will be happy to guide you through the application for VAT process.

Step 6: I have officially opened a company in Malta, what now?

Starting a business in Malta also means, upon official incorporation, having to provide Annual Returns & Accounts every year.

The Annual Returns should be signed by a company secretary or director and submitted to the Registrar within 42 days from the date of incorporation of the firm – if not, a penalty for late filing would be imposed. The Annual Returns can take both paper form or digital form, and should include the following information:

  • Company name;
  • Registered address;
  • The share capital and its details such as percentage of which is paid up;
  • Identification of all shareholders, directors, secretaries, and corporate bodies.

A fee will also be payable to the Malta Business Registry when submitting the Annual Return which depends on the amount of share capital of the company.

Furthermore, if any changes happen within the company such as a new director taking office or if the enterprise changes address, these must be notified to the Registrar expeditiously. Different forms are available depending on the changes being reported, known as Form H for Increase in Share Capital; Form K for changes among directors, secretaries or representation of the company; Form Q for changed in Registered Office of a Company; Form T for Transfer or Transmission of Shares, just to name a few.

How can we help?

CSB Group offers Corporate Services such as Company Formation in Malta, Company Redomiciliation, Branch Establishment, Directorship & Company Secreterial, Malta Back Office Administration, Trusts, Escrow & Fiduciaries, Foundations, Global Company Formation, Start-up Undertaking Criteria, Private Exempt Company, assisting in Sourcing Employees through bespoke solutions, Accounting & Auditing, alongside general Tax Services, Risk & Compliance, Bookkeeping, Payroll Administration, Company Liquidation & Dissolution, amongst many others.

Our team of specialists expertly guide clients through the process of opening a company in Malta, providing assistance and advice throughout. Start your company in Malta now by contacting [email protected].

Key Contacts

Malcolm Ferrante

Senior Manager Business Development

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Sacha J. Farrugia

Senior Manager - Corporate Services

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We at MIDI plc have engaged the services of CSB Group on a trusteeship basis to serve a fundamental role in our secured bond issue. Their team has always been accommodating, well-prepared and have always ensured that our requirements are met in a most timely and efficient fashion. Their services have indeed exceeded our expectations. CSB Group were identified due to their knowledge and expertise in fiduciary obligations, amongst other qualities.

MIDI PLC

"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."

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AQblue Limited

We’ve been using CSB services for four years and they have been a great asset to our business. We’ve been very impressed with their friendliness and responsiveness and with the staff constantly producing quality work in every aspect of their business – from book keeping to tax preparation. We’re glad to have CSB as part of our team.

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