Malta Company Registration

Malta Company Formation Packages

€250 – Malta Company Formation

*** Click Here for a Full Written Quotation ***

We specialize in Malta Company Formation. We help you with Malta company formation, company set up and incorporation, management services, bank account opening and taxation in order to obtain Malta Company Tax Advantages.

Malta provides unique advantages and constructive use of Malta state incentives can give you significant benefits. Tax, residency, safety and lifestyle advantages.

We are leading Company Formation professionals who are part of the FBS Kotsomitis Global Network. We will be your Partner in Malta for ALL your Malta Company Formation Needs.

Malta Company Formation Procedures, Requirements and Official Forms

Set out below are the requirements for registering Maltese Companies and other legal entities, the detailed procedures to be followed for this purpose, reporting requirements, day-to-day management, and administration issues and other relevant information.

For most sectors, there are no restrictions applicable to direct investments in Malta or investments via Malta by natural or legal persons from EU Member States or third countries.

This means that Maltese Entities, whether beneficially owned by foreign nationals or local persons, can engage immediately into either local or international activities without restrictions or differentiation or the need for any special permission.

Businesses can either:

Establish their own offices immediately without any special permit being needed to that effect (& with additional use of our support services) or
Rely solely on Our Services (provision of registered office, virtual offices, directorships, company secretarial offices, agents & contract administration services).

Legal Forms

Foreign investors may establish any of the following business entities in Malta:

Limited liability company incorporated in Malta
Branch of a company incorporated outside Malta
Commercial Partnerships
Trusts, both registered in Malta, or outside Malta
Associations and Foundations
Incorporated Cell Company

Malta Company Registry Requirements

Below is the list of requirements of Malta Registry of Companies. For detailed description of each requirements please click here.

Certificate of Incorporation of a Malta Company
Share Capital Requirements of a Malta Company
Malta Company Shareholders
Malta Company Directors
Appointment of Company Secretary
Registered Office of a Malta Company
Bankers, Currency and Signatories
Day-to-day Management
Registration Fees

For detailed description of the above requirements please click here.

Registration Process of a Malta Company

The Companies Act makes a distinction between two (2) types of limited liability companies: the private company and the public company, and although the formalities for the registration of these two types of companies, are very similar, there are some marked material differences. Furthermore, from a formalities viewpoint, special attention should be made to:

the residence of the subscribers to the Memorandum of Association of the company i.e. whether the subscribers are nationals of the European Economic Area (EEA) or not;
whether the subscribers are juridical persons e.g. corporate entities or private individuals;
whether the subscribers shall sign the Memorandum and Articles of Association themselves or whether they are appointing mandatories to sign on their behalf, by means of a bespoke power of attorney.

For extensive information of the Registration Process of a Malta Company please follow this link.

Re-domiciliation of Companies in Malta

The Continuation of Companies Regulations (“the Regulations”) allow for the re-domiciliation of corporate entities in Malta under the Maltese Companies Act. Re-domiciliation is restricted solely to corporate entities (“the Company”) registered or incorporated in an approved country or jurisdiction (“home country”), and only insofar as the re-domiciliation is permissible by the law of the home country and by the constitutive documents of the corporate entity.

Likewise, the Regulations allow, pursuant to the consent of the Maltese Registrar of Companies, the re-domiciliation of Maltese entities in any jurisdiction that permits such re-domiciliation.

For extensive information and complete list of the steps required for the re-domiciliation of companies in Malta please click here.

Malta Branch Registration

The Maltese Companies Act allows foreign companies to register a branch in Malta. The registration procedure is similar to the registration for companies. However, as an additional requirement, every overseas company wishing to establish a branch in Malta must file with the Registrar of companies, within one month of establishment, the following documents:

A copy of the Memorandum and Articles of Association, or the charter or other instrument defining the constitution of the company;
Particulars of directors and secretary of the company;
Name and address of at least one person resident in Malta who is authorised to accept service of notices on behalf of the company.

Branch Documents

In the case of international business companies and partnerships, it is advisable that the director of the oversea company, established as a branch of a foreign company is provided – upon the registration of such oversea company – with a full set of documents, properly legalised and translated, where appropriate, into English or any other language.

In the case of a branch such documents normally comprise:

Certificate of registration;
The charter of the overseas company or other instrument defining its constitution;
List of directors and name of the person authorised to accept notices;
Any other information and documentation pertaining to the activities of the branch to the date of its establishment.

Malta Partnership Registration

Although this form of legal entity is less popular for international transactions, it is possible to envisage scenerios, particularly in Common Law structures, where this form of legal entity may be best suited for tax planning reasons.

The Maltese company law allows for the formation of two (2) types of partnerships, namely general partnerships (also referred to as a partnership en nom collectif) and limited partnerships (also referred to as a partnership en commandite).

The fundamental characteristic of a general partnership is that the liability of the partners is unlimited, and partners are jointly and severally liable for every obligation which the partnership incurs.

In a limited partnership, the partnership has its obligations guaranteed by the unlimited, joint and several liability of one or more partners, called general partners, and by the liability, limited to the amount, if any, unpaid, of one or more partners called limited partners.

Common rules apply for the registration of both partnerships. A partnership must be constituted by a deed of partnership, which must state:

The name and residence of each of the partners
The partnership name
The registered office in Malta of the partnership
The objects of the partnership, that is to say, whether the objects are trade in general or a particular branch of trade, and in the latter case, the nature of the trade
The contribution of each of the partners, specifying the value of the respective contribution of every partner
The period, if any, fixed for the duration of the partnership

The deed is to be delivered for registration to the Registrar of Companies, who shall issue a certification of registration.

Malta Incorporated Cell Company

Legal notices enacted on 1^st February 2011 now allow for the incorporation or re-domiciliation of Incorporated Cell Company (ICCs), restrictively:-

As an investment company with variable share capital (SICAV) to be formed or constituted as an ICC which may establish incorporated cells, subject to being granted the required authorisation in terms of the Investment Services Act to act as a Collective Investment scheme;
As a company to be formed or constituted as an ICC which may establish incorporated cells for the purpose of carrying on business of insurance (including re-insurance) in terms of the Insurance Business Act and business of affiliated (or captive) insurance pursuant to the Insurance Business (Companies Carrying on Business of Affiliated Insurance) Regulations.

For companies already existing and registered under Maltese law, it is also possible to convert into an ICC in accordance with the provisions of the applicable regulations and, in the case of protected cell companies carrying on business of insurance to convert into an ICC.

Re-domiciliation

Fund administrators based in foreign jurisdictions as corporate entities can transfer their operations to Malta without the need to wind up their operations, by re-domiciliating the company to Malta, through the procedure set forth in the Continuation of Companies Regulations. Re-domiciliation allows the corporate entity to retain its legal personality and corporate existence (as well as its rights and liabilities under contracts and at law) without having to start afresh.

Societas Europaea

Through the setting up of an SE, companies established in more than one Member State (or EFTA state), can merge and operate throughout the EU on the basis of a single set of rules and a unified management and reporting system, without the necessity of winding up and.pr re-registering a new company. This is an effective re-structure route, as the transfer of the registered office of an SE shall not result in the creation of a new legal entity, but the maintenance of effectively the same corporate vehicle. To read more please click here.

Malta Company Official Registry Forms

Filing the forms after the time frames prescribed by the Companies Act shall not cause their nullity, however, penalties shall accrue on a daily basis. For this reason, in order to avoid unnecessary delays and penalties, it is commendable, that the company secretary, who is normally entrusted to the filing of these forms, be resident in Malta.

The full list of company registry forms may be downloaded here.

Contact one of our officers to initiate the incorporation of a Maltese registered company and start reaping the full benefits of an onshore, low-tax, EU jurisdiction. Simply fill in the contact box below or contact us by email on enquiries@fbsmalta.com or by calling at +356 2338 1500

We are committed to providing you with a swift solution best suited to your needs.

Malta Company Registration Process Overview

Generally, the corporate vehicle chosen by promoters wishing to pursue a commercial activity is one of the three commercial partnerships regulated by the Companies Act 1995, with the limited liability company being by far the most popular choice. Certain formalities have to be adhered to in order to procure the registration of the company, such as the preparation of certain documentation, the submission thereof to the Registrar of Companies and the payment of the appropriate registration fees (the registration fee is calculated on the basis of the authorised share capital of the Company.

the residence of the subscribers to the Memorandum of Association of the company i.e. whether the subscribers are nationals of the European Economic Area (EEA) or not;
whether the subscribers are juridical persons e.g. corporate entities or private individuals;
whether the subscribers shall sign the Memorandum and Articles of Association themselves or whether they are appointing mandataries to sign on their behalf, by means of a bespoke power of attorney.

Prior to the registration of the company, it is important to ascertain that the purported activity of the company is not a licensable one, since regulated sectors such as remote gaming, banking, insurance and investment services necessitate a licence from a regulatory authority, a minimum capital adequacy threshold, as well as minimum presence requirements in terms of local presence. We strongly recommend the promoters of the company to contact one of our officers and/or provide as much detail as possible in relation to the purported trading activity in the filing of the Company Formation Form (A1 Form).

The formation formalities

Having cleared whether the purported activity is a licensable activity or otherwise, the formation of a company may be expedited through the submission of statutory documentation with the Registrar of Companies.

The memorandum of association

The first document to be submitted to the registrar of companies is the memorandum of association, which barring the exception allowed to single member companies, must be entered into and subscribed by at least two (2) persons, and a certificate of registration is issued in respect thereof.

Article 69 of the Companies Act prescribes the statutory contents to be included in the memorandum of association. The insertion of these clauses are mandatory, and the Registrar of Companies shall refuse to register the company if any provision thereof is missing.

Articles of Association

The submission of the articles of association is to an extent not necessary by the promoters, since if they are not submitted, the model articles set forth in the First Schedule to the Companies Act will apply to the company. As a general rule, these model articles shall apply, to the extent that they are excluded or modified. The Articles of Association regulate the internal procedure within the company.

Private company

In addition to the aforesaid, the memorandum or articles of association of a private company must:

restrict the right to transfer its shares
limit the number of its members to fifty (50); and
prohibit any invitation to the public to subscribe for any shares or debentures of the company.

Private exempt company

For these types of companies, the same restrictions as those set forth above for private companies will apply. Furthermore, however, private exempt companies must expressly, by insertion in the Memorandum of Association, prohibit:

any body corporate from being the holder of, or have any interest in, any shares or debentures of the company and from being a director of the company; and
prohibit the company and each of the directors from being a party to an arrangement whereby the policy of the company is capable of being determined by persons other than the directors, members or debenture holders thereof.

Single member company

As a rule of thumb, private companies should have a minimum of two (2) to a maximum of fifty (50) shareholders. By way of exception, the Companies Act, allows single member companies (also referred to as private exempt companies). Single member companies, must be default, satisfy the criteria of a private exempt company i.e. not allow corporate directors or shareholders (this prohibition allows during the duration of the company’s existence). Furthermore, it is a peculiarity at Maltese Law, that single member companies must indicate in the objects clause of its memorandum which activity of the company shall be its main trading activity, with the other indicated activities being ancillary to the main one.

Company with non-EEA resident subscribers

If the subscribers in a new company are non-EEA residents, it is necessary to insert a provision in the objects clause of its memorandum of association stating that nothing in the objects clause should be construed as enabling or empowering the company to carry on any wholesale or retail trade in Malta, to import merchandise for re-sale locally in its imported state or to deal in real estate or empowering the company to carry on the business of financial services as defined in the Banking Act, 1994, the Financial Institutions Act, 1994 and the Investments Services Act, 1994 without the requisite licence from the particular competent authority.

Opening of corporate bank account

Although the opening of a bank account for the proposed company is not a mandatory requirement, this is a practical matter, arising out of the statutory requirement of providing evidence to the Registrar of Companies that the paid up share capital has been subscribed to by the purported shareholder of the company in formation.

The depositing of the share capital is normally effected into the company in formation account of a bank. At the outset, it is important to note that the use of a local bank is not a mandatory pre-requisite and the share capital may effectively be deposited into a foreign bank account, insofar that the bank in which the deposited is effected, shall issue a bank slip or bank letter evidencing the name of the new company in formation, in clear and unequivocably mentioned therein. The bank slip or letter should also clearly evidence that the amount deposited as “share capital” is in respect of share capital.

Into this account should be deposited an amount at least equivalent to the initial paid up capital of the company. For private limited liability companies, the statutory minimum is EUR 1165 or equivalent into any other currency. For ease of reference and division however, this is typically rounded up to EUR 1200 of which just twenty percent (20%), representing EUR 240 is paid up.

Critically, however, it is vital to ensure that the amount credited to the account of the company “in formation” account be in the currency in which the share capital is stated. When the company is registered, the next step would be to render the company in formation account operational i.e. (the ability to make deposits, withdrawals and freely administer the bank account of the Company). In order to fulfill this transition, the banks will require the following documentation:

a certified copy of the memorandum and articles of association of the company and certificate of incorporation;
a signed resolution of the company resolving to appoint the bank as the Company’s banker and appointing signatories to the account in original;
certified copies of the passports of bank signatories;
a bank reference letter, or failing this a character reference on the bank signatories;
specimen signatures of the bank signatories in original; and
duly completed forms outlining the proposed activity of the company and estimated turnover.

We can assist you in expediting all bank opening forms and in the compilation of the necessary documentation leading to the opening of the bank account. Focus Business Services works with various local and foreign banks and can recommend the best suited banking solution for client in Malta, Cyprus, Switzerland, BVI etc; depending on the types of facilities and solutions requested by the client.

Evidence of paid up share capital

Very importantly, the Companies Act prescribes that the consideration for the acquisition of shares (whether on original subscription or a subsequent issue) may only consist of assets capable of economic assessment. This means that future personal services and in general any undertakings to perform work or supply services may not be given by way of consideration.

The consideration for shares originally subscribed to in the memorandum or issued subsequently by the company can therefore be either in cash or in kind, and clear evidence thereof must be furnished to the Registrar of Companies.

Cash Consideration

Where the consideration is payable in cash, the evidence is usually supplied in the form of an original bank deposit slip or bank letter (delivered with the memorandum and articles of association) showing that an amount corresponding to at least the paid up share capital has been deposited in a bank account in the name of the company “in formation”. It matters not if the amount set forth in the aforesaid bank slip or bank letter is higher than the share capital subscribed for in the memorandum of association of the company – the registrar of company would still allow the registration of the company.

However, if the amount deposited is less, even marginally, than the statutory minimum threshold or the amount set forth in the memorandum and articles of association, the registrar of companies shall refuse to register the company. Therefore it is essential to ensure that any bank charges that may result as a result of this deposit shall not diminish the value of the amount deposited by even a nominal amount.

The Companies Act places no requirements as to whether the share capital originated from the original subscribers or a third party. In fact the source of funds is from a strictly corporate perspective irrelevant (even if statutory anti-money laundering requirements regarding source of funds may be triggered off, particularly if the share capital requirements are high).

Consideration in kind

In the case of shares which to be subscribed for a consideration in kind, the Companies Act specifically requires that a report on such consideration must be drawn up before the company is registered by one or more experts who are independent of the company and approved by the Registrar. This so called Section 73 report (because of the corresponding article in the Companies Act) would be typically prepared by an independent auditor and must contain:

a description of the assets comprising the consideration;
the valuation methodology used by the export for the valuation of such asset;
whether the values arrived at by the application of these methods correspond at least to the number and nominal value, and, where applicable, to the premium on the shares to be issued for them.

This Section 73 report must, on pain of nullity, be delivered to the Registrar for registration before the company is registered. Non-cash consideration could include shareholders’ loans, share for share arrangements and real estate.

The Section 73 report constitutes in se evidence of the payment of such consideration. However, the registrar of companies reserves the right to request additional information and evidence of payment.

Powers of Attorney

In the case of an individual subscriber, the memorandum and articles of association must be signed in original by the subscriber himself. Since the subscribers are often located outside Malta, and the company may have more than one subscriber, a simple but effective method to expedite the process would be for the subscriber to nominate a mandatory, by means of a power of attorney to execute the memorandum and articles of association on his behalf. Although, the institute of mandate allows the principal to give a power of attorney to the mandatory, even verbally or implicitly, the registrar of companies rightly insists that a written power of attorney is filed together with the supporting documentation.

In the case of a corporate shareholder, the same principle applies. A copy of the power of attorney authorising a mandatory to sign on behalf of the corporate shareholder must be submitted to the Registrar prior to the registration of the company. In this case, it would be necessary to furnish evidence e.g the Memorandum and Articles or registry of directors, attesting that the person/s representing the corporate shareholder is vested with the legal representation, by virtue of his tenure as director of the company or as duly authorised by means of a bespoke resolution.

Supporting documentation for individual subscribers and directors

In the case of individual subscribers and directors, the Registrar requires a clear copy of the pages of the passport containing the holder’s details and photograph or a copy of some other official identification document. An identity card will also suffice.

Since the director and shareholders must also indicate their residential address, a copy of a utility bill or similar proof of residence would be required.

Supporting documentation for corporate subscribers or directors

Where a subscriber or director is a company or entity which is not constituted under the Laws of Malta, it is necessary to submit to the Registrar of Companies, documentary evidence showing the existence of the corporate entity and attesting the company registration number e.g. certificate of good standing, certificate or registration, extracts from the registry of companies etc;

Where the foreign corporate entity does not have a company registration number (a characteristic common in some Caribbean jurisdictions) – prior clearance should be secured from the Maltese registry of companies. This supporting documentation should be in English.

Delivery of documentation to the Registrar

Once all the documentation required for the formation of the company has been compiled, the next step is to deliver the same to the Registrar of companies to give effect to the formation of the company. The delivery of the documentation to the Registrar may be made by any subscriber to the memorandum, or by the authorized agent of any such subscriber (an executed power of attorney would suffice in this regard). Where a power of attorney is used, this instrument becomes an integral part of the Memorandum and Articles of Association and shall be integrated in the last page of the Memorandum (for the benefit of third parties).

Having submitted the documentation to the authorized desk officers of the Registry of Companies, the documentation shall be vetted to ensure compliance with the legal provisions of the Companies Act. When the Registrar is satisfied that all the documentation complies with the Companies Act, including but not limited to compliance with all the mandatory fields which must be filled in the Memorandum and Articles of Association, the minimum share capital requirements, and the consideration of shares etc;

The Registrar shall also examine the supporting documentation, to ensure that the documentation has all been submitted e.g. passport copies / bank references, certificates of incorporation etc; When the registrar is satisfied that all documentation comply with the formalities prescribed by law, then the Registrar shall formally register the memorandum and articles of association and the company is registered. Provided the documentation is complete, the formation of a company is normally expedited within 24-48hours and a unique company registration number (which is akin to a passport copy is issued within a few hours from a submission of the documentation to the Registrar). The date of registration shall be date when the documentation was first submitted to the Registrar, even if, it would be prudent, to avoid any debate regarding premature trading, that the promoters wait until the certificate of registration has been issued, prior to the commencement of any trading activities or entering into any contractual agreements by the Company.

The issuance by the Registrar of the certificate of registration is conclusive evidence that the company has come into existence, and the complete formalities precedent and incidental to its formation have been complied with and that the company is duly registered. Effectively, this means that the Company has come into existence and is authorised to commence business as from the date of registration indicated in the certificate, unless the promoters, indicate in the memorandum the date of the commencement of the company at a later date. The effect of registration is that the company comes into existence as a juridical person, with a legal personality distinct from that of its members – this separate legal personality serves to protect the subscribers from personal liability, albeit the lifting of the corporate veil, shall still be permissible under certain restrictive conditions.

Exemption from Duty on Documents and Transfers

Following the incorporation of the Company, it is necessary to deliver to a certified copy of the memorandum and articles of association, to the Commissioner of Inland Revenue, together with an application (DDT10A or DDT10B form), for an exemption from duty on documents and transfers in terms of article 47 of the Duty on Documents and Transfers Act.

The effect of this application, when the exemption is granted, is to ensure that acquisitions or disposals of marketable securities by or issued by the company will be exempt from duty and documents within the provisions of the Act. This application is filed with the Commissioner of Inland Revenue hoses in the same premises as the Registry of Companies.

There are two application forms:

The Form DDT10A; and
The Form DDT10B

The Form DDT 10A intended for use by companies operating a “foreign income account” which have the majority of their business interests outside Malta and fall within the provisions of Article 47(3)(d) of the Duty on Documents and Transfers Act.

On the other hand, the form DDT 10B is intended for use by collective investment schemes, investment services companies and international trading companies.

Following the application and acceptance of either form, a printed certificate shall be issued by the Commissioner of Inland Revenue. This certificate states that the exemption will automatically lapse, on the occurrence of any of the following:

if the company ceases to satisfy the provisions of Duty on Documents and Transfers Act under which it was issued; or
if the company has been registered as being continued in Malta in accordance with the provisions of the Continuation of Companies Regulations, 2002 but does not submit a copy of the certificate of continuation issued by the Registrar within fifteen (15) days of the issue of such certificate.

Formalities in the case of a public company

The aforesaid formalities apply to a major extent unchanged also with regard to the formation of public companies, albeit the formation of public companies entails some further requirements, which may be summarised as follows:

At the outset, the Companies Act requires that there must be annexed to the memorandum a document providing:

the total amount or an estimate of all the costs payable by the company or chargeable to it by reason of its formation up to the time it is authorised to commence business, and of all the costs relating to transactions leading to such authorisation; and

a description of any special advantage granted prior to the time the company is authorised to commence business to anyone who has taken part in the formation of the company or in transactions leading to such authorisation. Where the company is authorised to commence business at a date later than the date of its registration, the said document shall be delivered to the Registrar for registration within fourteen days from the date the company is authorised to commence business.

The purpose of such additional formalities stems from the need to subject public companies to greater scrutiny and transparency over the activities of the promoters during the formation stage of public companies. This is justifiable on the understanding that contrary to private limited liability companies, public companies carry the stake of a greater number of shareholders, who would not have the possibility of reviewing the expenditure by the company in relation to the formation or any special advantage granted to the anyone involved in the formation of the company.

Furthermore, the person identified for the post of director of such public company must either personally, or by his agent authorised in writing, execute the memorandum of association of the company unequivocally indicating his consent to act as a director or has otherwise signed and delivered to the Registrar for registration a consent in writing to act as such director.

Licensable Activities

Companies which operate in certain activities will also need to apply for and be granted a licence or authorisation under the applicable laws and regulations. Under this category, one may enlist the following: remote gaming, tourist agencies, banking, investment services, insurance, broadcasting, recruitment agencies etc; It is also worth noting that the incorporation of a company of licensed entities is very often possible after the application process has been duly filed and accepted by the regulator. One such example are companies licensed under the Investment Services Act, where the promoters need to submit draft copies of the Memorandum and Articles of Association of the Company to the regulator – the Malta Financial Services Authority, prior to the registration of the Company. This is necessary to prevent companies from carrying out licensable activity, until the promoters have been subject to the probity of the regulator.

Other licensable regimes, such are remote gaming, however, necessitate the registration of a company, as a pre-requisite to the application process. Likewise, companies which require a licence from the Commissioner of Police or from a trading department may incorporate the company and apply for the licence after registration.

In order to ensure that the right procedure is adhered to, we advise clients to describe as thoroughly as possible, the purported trading activities of the company, to advise whether such company is pursuing a licensable regime or otherwise.

Registration Fees

The registration of a company shall be entertained conditional to the payment of a registration fee – payable to the registrar of companies. This registration fee is calculated on the authorized share capital of the company, and ranges from EUR 245 for a company with an authorized share capital of under EUR 1,500 to a maximum of EUR 2250 for a company with an authorized share capital in excess of EUR 2.5 million. Investment Companies with variable share capital (SICAVs) typically used as collective investment schemes are subject to a standard fee of EUR 1750.

The registration fee is also payable when the company increases its authorized share capital, subsequent to formation, in which case the promoters shall be liable to pay the difference between the registration fees at date of registration and the one at date when the resolution to increase the authorized share capital is filed with the registry of companies.

Copies of memorandum and articles of Association

Following the incorporation of a company, it is customary to request copies of the memorandum and articles of association for registration. Normally available within 48 hours from date of registration, these copies would be used for the opening of bank accounts, registration for VAT purposes and of course for distribution to the directors and shareholders of the company. As a rule of thumb, it would be advisable to have five (5) to six (6) copies to expedite the formalities that follow the incorporation of a company.

The regulatory framework governing the formation of companies is one of the highest standard and requires high quality of professionalism by practitioners to ensure that the formation of companies in Malta is carried out to the highest international standards.

We are committed to providing you with a swift solution best suited to your needs.

Malta Company Registry Requirements Extensive Information

Period Needed for Registering a Malta Company

The Malta Company Formation and Registration procedures, including various administrative needs such as digital template of the Malta company’s letterheads; opening of statutory books and the opening of the required Malta bank accounts, up to the time the certificate of incorporation is issued, can normally be completed within a period of two (2) working days.

At any time you may start process of incorporating a Malta Company from fees and procedures page

Certificate of Incorporation of a Malta Company

Once the Registrar of Companies has been satisfied that the documents lodged – in relation to the proposed Malta Company – are in order, a certificate of incorporation will be issued, whereupon the Malta Company becomes a corporate body, having a separate legal existence distinct from its shareholders. The file of each Malta Company is available for public inspection at the office of the Registrar of Companies (details of directors, company secretary, registered office, charges, shareholders, annual returns – required to be submitted once a year, and be accompanied by the financial statements – Memorandum & Articles of Incorporation of the Maltese Company, etc;).

Share Capital Requirements of a Malta Company

Whilst there is no limit on the maximum authorised and issued share capital, different minimum share capital requirements apply, depending on whether the Malta company is a private or public company.

In the case of a private company in Malta, the minimum and issued share capital is €1,165 (or equivalent in any other currency) of which only 20% needs to be paid up. For ease of reference and to allow an easier division of the share capital, we advise clients to incorporate a private limited company with an authorised and issued share capital of €1,200 with a minimum issued paid up share capital of just €240.

In the case of a public company in Malta, the minimum authorised and issued share capital is €46,600 (or equivalent in any other currency) of which only 25% needs to be paid up. This effectively means that the minimum issued paid up share capital is of €11,650 for a public company in Malta.

The shareholders’ liability for subscribing to the shares in a private or public company in Malta, is limited to the amount, if any, unpaid on the shares respectively held by each of them.

Statutory share capital requirement rules are applicable vis-a-vis licensed activities, such as a credit institution, a gaming company, an affiliated insurance company and any company providing investment services under the Investment Services Act).

Shares cannot be issued to the bearer. Classes of shares with preferential, redeemable, cumulative rights may be issued, provided that the share capital retains ordinary shares at all times.

Malta Company Shareholders

The liability of shareholders in a Malta Company is limited to the nominal value of their share participation.
The laws of Malta prescribe that every Malta Company, limited by shares, must have at least two (2) shareholders and maximum of fifty (50) for a private Malta company (exceptions apply for single-member companies).

The following information is required for each shareholder:

Full name;
Residential and business address;
Date of birth;
Nationality
Occupation;
Certified copies of passport or ID if EU Nationals;
For corporate shareholders, copies of the statutory documents (Memorandum and Articles of Association and certificate of good standing / extract from registry of companies) and the most recent financial statements;
A signed anti-money laundering declaration.

Malta Company Directors (also refer to section “Services”)

The minimum number of directors in a Malta Comapny is one (1) and no capping number is stipulated by the Companies Act. Directors may be local or foreign, individuals or legal persons and alternate Directors may be appointed. Meetings of the board of directors, as well as shareholder meetings, can be held in Malta or abroad, albeit it is advisable, particularly where the provisions of a double tax treaty are going to be utilised, that the Malta company be effectively managed and controlled from Malta (tax resident in Malta) and that all Malta Company decisions are taken in Malta.

Subject to certain statutory disqualification and restrictions, the manner of appointment of directors is laid down in the articles of association. Whatever these may provide, the ultimate control of the directors’ appointment and removal, vests with the members of the Malta Company.

The memorandum of association of a Malta Company shall name the first directors of the company, who thus become directors from the date of incorporation. Thereinafter, and more commonly, the articles of association shall provide that the names of successive directors be determined by the subscribers to the memorandum – who in fact are the first members. An appropriate resolution signed by the subscribers is required and the persons named by the subscribers become directors on the date this resolution is signed.

The quorum necessary is normally stated in the articles of association of the Malta Company. With regard to the appointment of directors the following particulars are required:

Full name;
Residential and business address;
Date of birth;
Nationality;
Occupation;
Certified copies of passport or ID if EU nationals;
Other directorships in Maltese companies;
For corporate directors, copies of the statutory documents and the most recent financial statements (Memorandum and Articles of Association and certificate of good standing / extract from registry of companies);
A signed anti-money laundering declaration.

Upon the incorporation of the Malta company, its beneficial owners or other appropriate officials shall be provided with copies of all corporate documents.

Such corporate documents comprise:

Certificate of incorporation issued by The Registrar of Companies;
Memorandum and articles of association – official copy certified by The Registrar of Companies.

Registration Fees for a Malta Company

A one-time registration fee is payable to the registrar of companies upon incorporation, or subsequent, post incorporation, to any further increases to the authorised share capital. The authorised share capital of the company shall determine the applicable registration fee, in accordance with statutory regulations.

Appointment of Company Secretary (refer to section “Services”)

The Companies Act requires the appointment of a Secretary. The Secretary is appointed by the directors and the articles of association should normally contain an appropriate provision to this effect. Barring exceptions with regard to investment companies with variable share capital (“SICAVs”), a company secretary must be a physical person. Since the role of the company secretary of a Malta Company is to circulate notices and register forms, resolutions and filings, it would be advisable that the company secretary be a local resident.

Registered Office of a Malta Company (also refer to section “Services”)

Every Malta Company must have a registered office from the day of incorporation. The registered office is the place where writs, summonses, notices, orders and other official documents can be served upon a company. Unless otherwise specified in the Memorandum and Articles of Association of a Malta Company, the following registers and books must be held at the registered offices of the Malta Company:

Register of members;
Register of debentures;
The books containing the minutes of the proceedings of the general meeting;
The accounting records of the Malta Company;
A requisition by members for the convening of a general meeting;
Declaration from resigning auditor;
Notices by the Registrar of Companies to defunct company;
Documents relating to mergers and divisions;
Proxies and power of attorney in relation to general meetings.

Focus Business Services can provide the registered office, as well as virtual offices.

Bankers, Currency and Signatories (also refer to section “Services”)

The Malta Company may open bank accounts with any bank in Malta or worldwide, in most of the main currencies and have money transfers effected without foreign exchange restrictions. Bank signatories can be provided locally, if necessary. Focus Business Services can facilitate the opening of bank accounts due to our capability as approved official introducers of a number of prestigious banks and financial institutions in Malta, Cyprus, the UK, Switzerland, Luxembourg, and worldwide.

Day-to-day Management of the Malta Company (also refer to section “Services”)

Focus Business Services can be instructed to deal with all the day-to-day activities of any Malta Company, such as bank account monitoring, processing of bank transfers, payroll preparation, invoicing, preparation and review of agreements, book-keeping, preparation of management reports and statutory financial statements, company secretarial and administration, tax and financial advice and other accounting and business administration.

Contact one of our officers to initiate the incorporation of a Malta Company and start reaping the full benefits of an onshore, low-tax, EU jurisdiction. Simply fill in the contact box below or contact us by email on enquiries@fbsmalta.com or by calling at +356 2338 1500

We are committed to providing you with a swift solution best suited to your needs.

Malta Re-domiciliation of Companies

The Continuation of Companies Regulations (“the Regulations”) allow for Malta Re-domiciliation of Companies under the Maltese Companies Act. Re-domiciliation is restricted solely to corporate entities (“the Company”) registered or incorporated in an approved country or jurisdiction (“home country”), and only insofar as the re-domiciliation is permissible by the law of the home country and by the constitutive documents of the corporate entity.

Likewise, the Regulations allow, pursuant to the consent of the Maltese Registrar of Companies, the re-domiciliation of Maltese entities in any jurisdiction that permits such re-domiciliation.

The re-domiciliation of companies in Malta is permissible, insofar as the following steps are adhered to:

Step 1: The constitutive documents (e.g. Memorandum and Articles of Association) of the Company to re-domicilie in Malta must include a provision allowing or empowering the Company to re-domicile in another jurisdiction.

In the event that the constitutive documents of the Company do not include such provision, the Company shall have to amend its constitutive documents accordingly.

Step 2: Once the constitutive documents of the Company include the aforesaid provision, a request for re-domiciliation in Malta shall be possible, insofar that the following supporting documents are annexed to the application:

a) An Extraordinary Resolution, or the equivalent thereof, passed by the members of the Company approving the migration of the Company to Malta;

b) A copy of the constitutive documents of the Company, revised in order to comply with Maltese legislation;

c) A Certificate of Good Standing, or the equivalent thereof that will serve as evidence that the Company is in compliance with the requirements of incorporation of the authority of the home country;

d) A declaration signed by at least two (2) directors of the Company attesting:

The full name of the Company as registered with the relevant authorities in the Country of first incorporation and the intended name under which the Company wishes to operate in Malta. It is strongly advisable that a company search be conducted prior to the re-domiciliation process to ensure that the proposed name is available.
The jurisdiction within which or according to which the Company was first incorporated;
The decision to have the Company re-domiciled in Malta;
That the Company has given its official notification to the relevant authority in the home country of its intention to be re-domiciled in Malta, and evidence of such notification;
That there are procedures pending against the Company for breaches of the laws of the home country;
That the Company is solvent and that the directors are not aware of any circumstances which could adversely affect the solvency of the Company within a period of twelve (12) months from the date on which the redomiciliation application is filed.

e) A list of the directors and company secretary, if any, of the Company, before re-domiciliation and after re-domiciliation of the Company in Malta;

f) Evidence of similar laws, typically a legal opinion, allowing for company migration, in the home country, and notably that the proposed re-domiciliation is not dependent on the consent of any creditors of the Company.

Any pledge on shares in the Company shall continue to be valid upon re-domiciliation of the Company in Malta, provided due notification is given to the Maltese registrar of companies.

Additional documents shall be required in the case of public companies or listed companies.

Companies incorporated outside Malta, which carry out licensable activities e.g. banking, insurance etc; may also apply to re-domicile in Malta, subject to special ad hoc regulations.

Click here for more information regarding the re-domiciliation of Offshore Funds

We can assist you in the preparation of all resolutions and declarations necessary for re-domiciliating the Company in Malta, and in the compilation of all supporting documentation. Contact us to get a fee quote and to start the re-domiciliation process.

Step 3: Once we are in receipt of all the aforesaid documents, we can proceed in submitting the application for redomiciliation to the Maltese Registry of Companies.

Step 4: When the Maltese Registrar of Companies is satisfied that the application form and documents submitted are in accordance with the Regulations, the Registrar shall issue a provisional certificate, meaning that the Company:

continues to be a body corporate registered in Malta;
is subject to all the obligations and capable of exercising all powers of a Maltese company registered under the Maltese Companies Act;
retains all its assets, rights, liabilities and obligations;
remains subject to any legal proceedings or judgments commenced or given prior to registration in Malta

Step 5: Within six (6) months of the date of issuance of the temporary certificate of re-domiciliation, the Company has to submit evidence to the Registrar from the relevant body of the country of first incorporation, that it has ceased to be a company registered in the home country (i.e. that it has been struck off).

Upon receipt of acceptable proof of the aforesaid striking off, the Maltese Registrar of Companies shall issue a final certificate of registration.

An application for Malta Re-domiciliation of Companies may be declined in the following circumstances:

Where procedure for dissolution or winding-up or any other insolvency proceedings, writs against the Company or equivalent proceedings have been commenced against the Company;
A liquidator, receiver or equivalent administrator has been appointed in relation to the Company;
If any order exists that limits or suspends the rights of the Company’s creditors;
If any legal proceedings, criminal or civil have been commenced against the Company in the home country.

The aforesaid procedure shall likewise apply if a Maltese registered Company wishes to re-domicile from Malta to another jurisdiction, subject to payment of a one-time fee of € 1,000.

Avoid the need to liquidate your company and start reaping the full benefits of the Maltese, onshore, low-tax solutions, by re-domiciliating your company to Malta.

Contact one of our officers to initiate the Malta Re-domiciliation of Companies process now. Simply fill in the contact box below or contact us by email on enquiries@fbsmalta.com or by calling at +356 2338 1500

We are committed to providing you with a swift solution best suited to your needs.

Societas Europaea

The Companies Act, Chapter 386 of the Laws of Malta, makes reference to a (Societas Europaea or SE) whereby an SE can be registered in any member state of the European Union, and the registration can be easily transferred to another member state.

Through the setting up of an Societas Europaea, companies established in more than one Member State (or EFTA state), can merge and operate throughout the EU on the basis of a single set of rules and a unified management and reporting system, without the necessity of winding up and.pr re-registering a new company. This is an effective re-structure route, as the transfer of the registered office of an SE shall not result in the creation of a new legal entity, but the maintenance of effectively the same corporate vehicle.

The Societas Europaea is a public limited liability company which has a distinct and separate legal personality from that of its members. An SE may be established in any of the following four (4) options:

by way of merger; or
through the creation of a holding company; or
through the creation of a subsidiary company; or
by transformation from a public limited liability company.

The formation of an Societas Europaea is only possible, insofar that the following statutory requisites are met:

The SE must be a public company and, therefore, able to list its shares;
The SE must have a subscribed capital of at least €120,000 or equivalent in any other currency;
The SE may only be formed out of at least two (2) existing companies which possess a cross – border element.

An Societas Europaea acquires legal personality on the date of its registration, which registration occurs through a register designated by the laws of the enabling Member State. As from the moment of registration, the SE shall be tantamount and bound by the same rules as a public limited company formed in accordance with the law of the Member State in whcih it has its registered office. The abbreviation “SE” as company name, effectively signals the nature of the company, as distinct from a public company, incorporated in Malta.

The Societas Europaea may, conditioanl to the approval of its shareholders and adherence to the correct legal procedure transfer its registered office to another Member State without being wound up and without jeopardy to its legal personality. Naturally, the SE would have to alter its company statute and adopt one with is in conformity with those of the receiving Member State. The competent authorities in the Member States involved in such transfer, may within two (2) months following the publication of the transfer proposal and upon good reasons being show, oppose such transfer for reasons of public interest.

Companies whose head office is located outside the States of the European Union, but within EFTA (European Free Trade Area) states, i.e. Switzerland, Iceland, Norway and Liechtenstein, may also form an SE. This is subject to the company being formed under the law of the Member State having its registered office in that state and having “ a real and continuous link” with the Member State’s economy, a link which is supposed to exist in particular if a company has been established in that member state and resolves matters from this office.

The winding up, liquidation and insolvency of an SE is regulated by national rules which would apply to a public limited company formed according to the laws of the Member States where the SE’s registered office is situated, including the provisions related to decision -making by the General Meeting.

Contact one of our officers to initiate the incorporation of a Maltese registered partnership and start reaping the full benefits of an onshore, low-tax, EU jurisdiction. Simply fill in the contact box below or contact us by email on enquiries@fbsmalta.com or by calling at +356 2338 1500

We are committed to providing you with a swift solution best suited to your needs.

Malta Company Filing Requirements

All companies registered in Malta, are required to maintain accurate books of accounts, which should reflect the true and correct position of their affairs, as well as give sufficient clarification of their activities.

In particular, correct and proper records should be kept to reflect:

All monies received and disbursed, together with details of the related transactions;
All sales and purchases of stock by the company;
All company assets and liabilities.

In addition the Maltese requires that company accounts must include the following:

A directors’ report, which should accompany the balance sheet and be submitted to the shareholders’ annual general meeting;
An auditor’s report containing certain prescribed statutory information, unless the company is exempt from this requirement (small companies).

A company is qualified to draw up abridged accounts if, on its balance sheet, it does not exceed the limits of two (2) of the following three (3) criteria;

(i) balance sheet total: two million and five hundred and sixty three thousand Euro (€2,563,000);

(ii) turnover: five million and one hundred and twenty five thousand Euro (€5,125,000);

(iii) average number of employees during the accounting period: fifty (50);

Full financial statements as prescribed by IFRS (International Financial Reporting Standards) and Consolidated Financial Statements in the case of parent companies (unless specifically exempted in some cases).

However, for Income tax purposes full financial statements that are audited or certified by officially authorised auditors or accountants and a declaration on the Income Tax Return – which the return agrees to the audited financial statements- are required. So, in effect, audited financial statements and an Income Tax Return are required for all companies, even companies with no taxable income and/or dormant companies.

The directors are obliged to deliver to the Registrar for registration a copy of the company’s annual accounts laid before the company in general meeting (together with a copy of the auditor’s report and the directors’ report) within forty two (42) days from the end of the period prescribed for laying of annual accounts.

Malta-Registered Branches of foreign companies are not legally bound to compile full separate branch accounts but, when taxed on the island, are obliged to do so for income tax purposes. They also have to submit accounts of the foreign company, to the Registrar of Companies.

Partnerships are exempt from any requirement to prepare audited accounts, but they are legally bound to keep proper books of account which must be available for scrutiny by individual partners.

Furthermore, all companies are required to submit an Annual Return to the Registrar of Companies, on a yearly basis. The annual return has to be signed by at least one director or the company secretary and should be filed with the Registrar for registration within forty-two (42) days from the date to which it is made up. Similar to registration expenses, the annual returns of the company are calculated in proportion to the authorised share capital of the Company, in accordance with predetermined registration brackets.

We are committed to providing you with a swift solution best suited to your needs.

Malta Company Official Registry Forms

The Maltese Companies Act prescribes that changes to the Malta Partnership and Malta Company should be notified to the Registry of Companies. To ensure uniformity, notification is effected through bespoke registry forms and the filing thereof is necessary for changes to have effect vis-a-vis third parties. The Act also prescribes statutory time-frames within which such official filings should be filed with the Maltese Registry of Companies. As a rule of thumb, most filings must be effected within 14 days of their date of execution, e.g. changes amongst directors or company secretary or in the representation of a company. However, there are circumstances, where the time-frame for filing is more, such as in the case of allotment of shares, where a 30 day period is set.

The full list of Malta Company Official Registry Forms may be downloaded here:

Form A
Notification of appointment of or cessation to be a partner
Form B
Notice of dissolution of a partnership
Form B1
Notice of resolution for dissolution and consequential winding up
Form B2
Declaration of solvency
Form C
Notice of appointment of liquidator – Persuant to Section 37 (3) / Section 52
Form D
Notice of extension of the duration of a partnership
Form E
Notice of approval of accounts and scheme of distribution of partnership
Form E1
Notice of completion of winding up of Partnership
Form F
Notice to Registrar to exercise his power to appoint an auditor
Form F1
Notice of the removal of an auditor
Form F2
Notification by partnership/company of the resignation of an auditor
Form G
Notice of declaration of compliance with Section 97 made by a Public Company
Form H
Return of allotments of shares
Form I
Notice that a company has become a Single-Member Company
Form I1
Notice that a company has ceased to be a Single-Member Company
Form J
Declaration of compliance with Section 209 made by the directors of a Public Company
Form K
Notification of changes amongst directors or company secretary or in the representation of a company
Form L
Notice of appointment of liquidator
Form L1
Notice of appointment of liquidator by the Court
Form L2
Notification of bank account by liquidator
Form L3
Notice of resignation of a liquidator
Form L4
Liquidator’s Statement with respect to pending winding up
Form M
Information pursuant to Article 385 (1) by an oversea company establishing a branch or place of business in Malta place of business in Malta place of business in Malta
Form P
Notification by partnership/company to be regulated by Companies Act before end of transitional period
Form Q
Notification of change in registered office of a company
Form R
Notice of accounting reference date
Form R1
Notice of alteration of the accounting reference period
Form S
Declaration of compliance with Article (110(4)) relating to financial assistance given by a private company for the purchase of its own or its parent company’s shares
Form T
Notice of transfer or transmission of shares
Form T1
Notice of redemption of preference shares
Form T2
Notice of pledge of securities
Form T3
Notice of termination of a pledge of securities
Form U
Claim for extension of period allowed for laying accounts by company carrying on business/having interests outside Malta
Form U1
Claim for extension of period allowed for laying accounts by oversea company carrying on business/having interests outside Malta
Form V
Return of alteration in the charter, statues or memorandum and articles of an oversea company
Form W
Return of alteration in directors/secretary of an overseas company/particulars contained in directors and secretary list
Form X
Return of alterations in names or addresses of the individuals authorised to represent an overseas company in Malta
Form Y
Notice of closure of branch or place of business in Malta
Form Y1
Notification of dissolution or winding up of Oversea Company
Form Y2
Notification of appointment of liquidator of Oversea Company
Form Y3
Notification by liquidator of an oversea company concerning the termination of the winding up of the company
Form Z
Annual Return Form

(updated April 2011)

We are committed to providing you with a swift solution best suited to your needs.

Malta Company Set Up | Procedures – Application

Malta Company Formation Procedures, Requirements and Official Forms

Legal Forms

Malta Company Registry Requirements

Registration Process of a Malta Company

Re-domiciliation of Companies in Malta

Malta Branch Registration

Malta Partnership Registration

Malta Incorporated Cell Company

Societas Europaea

Malta Company Official Registry Forms

Malta Company Registration Process Overview

The formation formalities

The memorandum of association

Articles of Association

Private company

Private exempt company

Single member company

Company with non-EEA resident subscribers

Opening of corporate bank account

Evidence of paid up share capital

Cash Consideration

Consideration in kind

Powers of Attorney

Supporting documentation for individual subscribers and directors

Supporting documentation for corporate subscribers or directors

Delivery of documentation to the Registrar

Exemption from Duty on Documents and Transfers

Formalities in the case of a public company

Licensable Activities

Registration Fees

Copies of memorandum and articles of Association

Malta Company Registry Requirements Extensive Information

Period Needed for Registering a Malta Company

Certificate of Incorporation of a Malta Company

Share Capital Requirements of a Malta Company

Malta Company Shareholders

Malta Company Directors (also refer to section “Services”)

Registration Fees for a Malta Company

Appointment of Company Secretary (refer to section “Services”)

Registered Office of a Malta Company (also refer to section “Services”)

Bankers, Currency and Signatories (also refer to section “Services”)

Day-to-day Management of the Malta Company (also refer to section “Services”)

Malta Re-domiciliation of Companies

An application for Malta Re-domiciliation of Companies may be declined in the following circumstances:

Societas Europaea

Malta Company Filing Requirements

Malta Company Official Registry Forms

Share:

Like this: