Malta E-Money Institutions

Malta E-Money Institution Packages

€11,950 – Malta E-Money Institution License

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Following recent amendments, that have reduced the share capital requirements, Malta has become one of the most popular jurisdictions for promoters of E-Money Institutions.  Cementing its allure as a genuine financial services hub, E-Money Institutions have been relocating to Malta, taking full advantage of a highly efficient income tax rate, an unblemished international reputation, and knowledgeable and experienced regulator and a pool of local talent and expertise.

As financial service specialists, we take great pride in assisting our clients in the attainment of their E-Money Institution License.  We provide full-scope legal assistance, as well as all ancillary support services, from the drafting of all licensing documentation, to liaison with the regulator, to full corporate assistance, logistical and turnkey solutions (premises and manning).

In terms of legal assistance, we can assist you the drafting / vetting of all the following documentation:

• the completed form “Application for an Investment Services License”;
• covering letter (template included in the Application form);
• Auditor’s Confirmation (template included in the Application form);
• supporting Board Resolution;
• a completed financial resources statement form;
• projected profit and loss account and balance sheet for the three years after the License is issued;
• where appropriate, copies of the last three years audited accounts of the applicant and other relevant related companies;
• Memorandum and Articles of Association (or Partnership Agreement) of applicant;
• specimen copies of the insurance policies and draft schedule/cover note (where applicable), and ‘Insurance Checklist’;
• completed Personal Questionnaire forms for each shareholder, director, and senior officer of the applicant (the PQs should include a certified copy of the person’s passport and a conduct certificate);
• Memorandum and Articles of Association of corporate shareholders of the applicant;
• a chart which illustrates the internal operational structure of the applicant’s business (this should show names, reporting lines and roles);
• Where the applicant Company/Partnership forms part of a Group, a diagram showing the relationships between the applicant and other members of the Group. The “family tree” submitted should give details up to the ultimate beneficial owner(s), showing percentage sizes of holdings in each entity; unless (a) the entity has one ultimate beneficial owner with a holding of over 50% of the voting rights or (b) no less than fifty ultimate beneficial owners who between them account for over 50% of the voting rights. If (a) or (b) apply, it will only be necessary to give details of the ultimate beneficial owners with holdings of 10% or more.

Turnkey solutions

All License holders must be adequately capitalized, with key staff subject to severe scrutiny – under a stringent set of ‘fit and properness rules’.  E-Money Institutions are no exception.  The regulator must ensure that the day-to-day operations, ‘mind and management’ is undertaken in and from Malta, in adequately identified office premises.

In order to assist our clients, we may, subject to availability, provide segregated office space that fully meet the aforesaid licensing conditions.  Furthermore, we also liaise with seasoned professionals willing to occupy senior roles within the licensed E-Money Institution.

Malta Company Formation Services

Assistance in the incorporation of the corporate vehicle that shall be the recipient of the License, as well as all ancillary corporate services, such as preparation of all corporate filings, including but not limited interim COREP filings, management accounts; etc;

Relocation Assistance

Senior and key officers of E-Money Institutions can avail themselves of bespoke special regimes aimed at attracting the top talent to Malta.  Under the highly successful Highly Qualified Person Rules, senior officers of an E-Money Institution can avail themselves of a 15% flat-rate personal income tax bracket.

We also assist promoters of licensed entities in all real estate solutions, schooling and medical cover, through the liaison of seasoned specialists in the field.  Work permit application and payroll services for all employees are also available upon request.

E-Money Institutions in Malta

REGULATORY FRAMEWORK

Malta’s regulatory framework regulating EMIs is based on the provisions of the Banking Act (Chap 371 of the Laws of Malta) which has transposed the Electronic Money Directive. Article 2 of Malta’s Banking Act defines an Electronic Money Institutions (“EMIs”) as “any person other than a credit institution which issues means of payment in the form of electronic money.” EMIs cannot undertake lending or other bank related activities.

Electronic money is defined by the Act as: “the monetary value as represented by a claim on the issuer issuing such money which is:

(i) stored on an electronic device

(ii) issued on receipt of funds of an amount of not less in value than the monetary value issued

(iii) accepted as means of payment by undertakings other than the issuer.”

PERMITTED ACTIVITIES

Under their licence, EMIs can only undertake the business of issuing electronic money (as defined above) in and from Malta, together with related activities:

• the provision of closely related financial and non-financial services such as the administering of electronic money by the performance of operational and other ancillary functions related to its issuance and the issuing and administering of other means of payment but excluding the granting of any form of credit; and
• the storing of data on the electronic device on behalf of other persons or public institutions.

SHARE CAPITAL REQUIREMENTS

Besides various other systemic, organisational and operational requirements, undertakings considering applying for an EMI licence were until recently obliged to satisfy a minimum initial capital requirement of €1 million. The licensed EMI is obliged to ensure that its own funds will not fall below this amount of initial capital.

However, by virtue of Directive 2009/110/EC which has been transposed by Malta as of April 2011, there has been a relaxation of the rules, the most significant one being that the initial capital has been reduced from the current  €1 million to €350,000.

Furthermore, an EMI is required to maintain own funds amounting to at least 2% of the average outstanding electronic money (which percentage may be increased in proportion to the risk loss and risk management procedures presented by the applicant, and in the case of companies with no history, based on percentages of their business plan).

SMALL ELECTRONIC MONEY ISSUERS

Small EMIs, defined as companies

• whose head office is in Malta; and
• that issues electronic money in Malta; and
• the total business activities of the institution generate an average outstanding electronic money that does not exceed two million euro (€2,000,000), and
• none of the natural persons responsible for the management or operation of the business has been convicted of offences relating to money laundering or terrorist financing or other financial crimes

are subject to less stringent requirements. Where the small EMI generates average outstanding electronic money less than one million euro (€1,000,000), it shall be required to hold an amount of initial capital equal to fifty thousand euro (€50,000). Where an applicant small electronic money issuer generates an average outstanding electronic money between one million euro (€1,000,000) and two million euro (€2,000,000), it shall be required to hold initial capital amounting to one hundred thousand euro (€100,000). Such small EMIs must maintain at all times own funds, equal to or in excess of the applicable initial capital requirement.

Small EMIs may not passport their services into EU/ EEA Members State

MINIMUM LOCAL PRESENCE REQUIREMENTS & LICENSING PROCESS

The EMIs must be managed by at least two (2) individuals and all directors and qualifying shareholders must satisfy the “fit and proper” test and must submit a personal questionnaire for the assessment of their eligibility. An application form is to be submitted to the regulator with the following documents:

• a programme of operations, setting out in particular the type of activities envisaged to be undertaken;
• a copy of the Memorandum and Articles of Association of the proposed institution;
• proposed level of initial capital (see above);
• a business plan including the structure, organisation, management systems, governance arrangements and internal control systems of the institution. The plan shall incorporate all relative financial information required by the authority to enable it to establish the initial capital requirement and measures to be taken to safeguard payment service users’ funds;
• a description of the internal control mechanisms which the applicant will establish in order to comply with obligations in relation to money laundering and terrorist financing;
• a description of the structural organisation, including, where applicable, a description of the intended use of agents and branches and a description of outsourcing arrangements;
• audited Financial Statements for the last three years, if applicable;
• the identity of all officers and controllers of the institution;
• the identity of all shareholders holding directly or indirectly a qualifying shareholding and the size of their holdings and evidence of their suitability, taking into account the need to ensure the sound and prudent management of the institution;
• the identity of the individuals who will be effectively directing the business of the institution and, where relevant, persons responsible for the management of the activities of the institution, as well as evidence that they are of good repute and possess appropriate knowledge and experience;
• where applicable, the identity of statutory auditors and audit firms;
• the applicant’s legal status;
• the address of the applicant’s head office;

Provided all the information is provided in an apt and complete fashion, the regulator is minded to process the application within three (3) months from submission thereof.

FEES

The fees payable to the regulator may be summarised as follows:

• Application and processing fee  €1,200
• Licensing Fee €1,800
• Supervision Fee 0.000175 X Items in the Balance Sheet But not less than €2,500 or more than €50,000

TAXATION OF EMIs

Like all companies resident in Malta, EMIs would be subject to income tax on company profits at a rate of 35%. However, this is subject to Malta’s full imputation tax system, wherein tax paid by a company in Malta is, on the distribution of a final dividends, imputed to the shareholder as a tax credit against the shareholders’ tax liability. Therefore, a shareholder will, upon a distribution of the dividend, be entitled to a refund in part or in full of any advance tax levied on the distributing company. The full imputation tax credit thereby renders Maltese companies highly efficient tax vehicles, with a number of applicable refunds to shareholders possible. The default refund applicable to a fund administrator company in respect of active trading income, is a refund of 6/7ths, resulting in a tax leakage of just 5%.

Furthermore, foreign tax paid can be taken into account for purposes of the refund calculation, subject to the maximum refund not exceeding Malta tax paid. Effectively, it is possible to envisage situations where no Maltese tax leakage would be suffered by the EMI in the manner set forth below:

*632 (6/7ths of 737)

View Malta Company taxation page for full understanding of corporate tax in Malta.

Contact one of our officers to initiate the licensing process for a Maltese Electronic Money Institution and start reaping full benefits of a reputable, 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