Setup Process

We are your Company Registration Experts in Malta.

The procedure of setting up a company in Malta, or registering a company in Malta involves both initial and annual procedures and compliance. Companies are required to file income tax and Vat returns, prepare financial statements, Inaddition accounts must be audited in terms of International Accounting Standards (IAS). Back office and corporate services can be provided by our team of advocates and accountants.

Registration of a company in Malta mainly involves

  • Reservation of the company’s name
  • The deposit of the Issued Share Capital into a local Bank and which is opened in the name of the company
  • Filing of the Memorandum and Articles of Association signed by the shareholders or their representatives.

All the above would usually take between 6 to 8 days. However registration of Companies that require a Licence would require more time.   These include Investment Services Companies, Banks, Insurance and Gaming or betting companies.

 

Company Name

There are over 50 000 companies registered in Malta, thus it is suggested that the company’s name is reserved prior to registration. Names of Companies must end either with the words Limited or LTD or PRIVATE LIMITED LIABILITY COMPANY.

 

Memorandum and Articles of Association

Article 69 of the Commercial code lists the contents of the Memorandum, and this include the following:

  • whether the company is a public company or a private company;
  • the name and residence of each of the subscribers thereto;
  • the name of the company;
  • the company’s registered office in Malta;
  • the objects of the company;
  • the amount of share capital with which the company proposes to be registered (also referred to as the authorised capital), the division thereof into shares of a fixed amount, the number of shares taken up by each of the subscribers and the amount paid up in respect of each share and, where the share capital is divided into different classes of shares, the rights attaching to the shares of each class;
  • the number of the directors, the name and residence of the first directors and, where any of the directors is a body corporate, the name and registered or principal office of the body corporate; the manner in which the representation of the company is to be exercised, and the name of the first person or persons vested with such representation;
  • the name and residence of the first company secretary or secretaries;
  • the period, if any, fixed for the duration of the company; and

(j)     in respect of each shareholder, director and company secretary, the number of an official    identification document should also be given.

In the Memorandum and Articles of Association the activites and objects of the company will be listed. Inaddtion information inrelation to Shareholders and shareholders together with information about the directors and company secretary and other internal regulations are also listed.

The company objects can include holding, trading or a combination of trading and holding Activities.

Memorandum and Articles of Association must be signed by the shareholders and then submitted to the Registrar of Companies.

 

Opening of Bank Accounts

To open a bank account further information is required. Information in relation to:

  • Beneficial owners
  • The completion of standard Know your client procedures
  • Submission of anti-money laundering declarations and specimen Signatures.

 

Share Capital

The Share Capital can be of any currency. The minimum issued share capital for Private compamies is Eur 1165 and at least 20% must be paid up. In relation to Public Companies the minimum share capital must be equivalent to Eur 46,587.47. The Minimum Share Capital must be deposited in the bank before registration.

Share Capital can be divided into ordinary and preference shares

No stamp or capital Duty is due on the authorized share capital or on issue or allotment of shares.

 

Shareholders

Companies must have at least 2 shareholders and such shareholders can be Corporate and not necessarily Maltese.   In the case of single member companies these must have one main trading activity.

It is also possible to hold shares under Fiduciary or on trust and this means anonymity of beneficial owners. Shares can be held on behalf of undisclosed beneficiaries by our Trust and Fiduciary company which is authorized by the MFSA. The names of Beneficial owners are not inserted in the Memorandum and Articles of Association, but disclosure must be made with the banks and this is required in terms of anti-money laundering legislation.

In the Case of Persons that are Shareholders the following Documents are required:

  • Identity Card and Passport
  • Recent Utility Bill or bank Statement that gives evidence of Residential Address.
  • In the case of Non-EU shareholders, a reference letter from bank or from a Lawyer is Required confirming the character and reputation of the shareholder.

In the Case of Corporate Shareholders the documents mentioned below are required:

  • Copy of Memorandum and Articles of Association
  • Copy of Certificate of Incorporation
  • Reference letters from banks that describe the Company.

 

Registered Address

The company must have a registered address in Malta. Our law firm can provide a registered address for clients irrespective of the place of business of the Company. Therefore all registered mail will be received at our offices.   Our law firm can assist clients in the rental or purchase of commercial premises[1].

 

Directors

Article 136A of the Companies Act lists down the duties and obligations of Directors. A director of a company is bound to act honestly and in good faith in the best interests of the company. Directors are bound by law to promote the well-being of the company and are responsible for:

(a) the general governance of the company and its proper administration and management; and
 
(b) the general supervision of the company’s affairs.

In particular, the directors of a company are obliged to exercise the degree of care, diligence and skill which would be exercised by a reasonably diligent person who has both the knowledge, skill and experience which may reasonably be expected of a person carrying out the same functions as are carried out by or entrusted to that director in relation to the company; and the knowledge, skill and experience that the director has;

  • Must not make secret or personal profits from their position without the consent of the company, nor make personal gain from confidential company information;
  • Must ensure that their personal interests do not conflict with the interests of the company;
  • Are not to use any property, information or opportunity of the company for their own or anyone else’s benefit, nor obtain benefit in any other way in connection with the exercise of their powers, except with the consent of the company in general meeting or except as permitted by the company’s memorandum or articles of association must exercise the powers they have for the purposes for which the powers were conferred and shall not misuse such powers.

A very relevant feature in relation to Directors is Article 142 of the Companies Act which stipulates the following:

It is to be noted that the law prohibits any person to be appointed or to hold office as a director or as company secretary if –

(a) he/she is interdicted or incapacitated or is an undischarged bankrupt;

(b) he/she has been convicted of any of the crimes affecting public trust or of theft or of fraud or of knowingly receiving property obtained by theft or fraud;

(c) he/she is a minor who has not been emancipated; or

(d) he/she is subject to a disqualification order by the Court

Private Companies must have at least one director. The director must not necessarily be Maltese, however it may be relevant for the purpose of securing a place of management and control in Malta for tax purposes.

In the Case of Directors the following documents are required when Incorporating a Company

  • Identity Card and Passport
  • Recent Utility Bill or bank Statement that gives evidence of Residential Address.
  • In the case of Non-EU shareholders, a reference letter from bank or from a Lawyer is Required confirming the character and reputation of the shareholder

 

Company Secretary

Article 138 of the Companies Act lays down various requirements and functions in relation to the company Secretary.

Every company shall have a company secretary. No company shall have as company secretary its sole director or have as sole director of the company a body corporate the sole director of which is company secretary to the company The company must have a secretary who must be a physical person.

Our law firm can provide the services of Company Secretary.  It is the duty of the Company secretary to draft resolutions, prepare minutes of the Board of Directors, make changes in the Board of Directors and Shareholders, prepare all documentation required by law and filed at the MFSA, VAT and Inland departments.

 

Bank Accounts

Bank accounts are opened in the name of the Company. Our law firm can be appointed as local bank signatories to operate the company bank accounts and monitor balances and transfers. Internet banking is offered by a number of banks. Apart from internet banking, other services include cheque book facilities, credit card facilities, favourable interest banks. There are currently 25 credit institutions in Malta. We can provide advice on the choice of bank and schedule meetings with the bank. In addition assistance to clients will be provided when opening bank accounts and applying for cheque books, credit cards and online banking facilities.   Other services include bank reconciliations, bank management, office address facilities and mail forwarding facilities.

Further Services Provided by our law firm:

  • Registered office, which includes mail receiving facilities and forwarding of mail to your address
  • Back-office services
  • Payroll services
  • Invoicing
  • Book keeping
  • Bank account management, reconciliations and accounting
  • Management Reports
  • Business plans
  • Directorships
  • Fiduciary and Trusts
  • Company Secretarial and admistrative services which includes the forwarding of all mail, faxes, emails
  • Liasing with Government authorities
  • Preparation of Statutory returns and Declerations.
  • Websites and all related I.T services, including e-mails.

Further Documentation

  • Audited annual financial statements.
  • An annual return which contains information about the company, shareholders and shareholding.
  • VAT Decleration: The company is required to file a VAT return every 3 months
  • Shareholders that are entitled to claim a refund must register with the Maltese Tax authorities and apply for tax refunds.

 

Cost For Registration

Apart from registration costs, companies are required to pay an annual fee of Eur 100 where the authorized share capital is up to 1500 and up to a maximum fee of Eur 1400 where the authorized share Capital exceeds Eur 2, 500, 000)

 

Who May Incorporate

Local Law Firms are normally engaged to carry out all the above mentioned formalities [1] Our law firm can assist foreigners in renting or purchasing both residential and commercial premises through  estate agents.

 

Information Required To Incorporate A New Company

  • Proposed name. We highly recommend that the client provides us with 3 alternative names. Company names may be reserved for 3 months.
  • A description of the main objects and activities.
  • Details about the Authorised Share Capital, including Currency and the amount of Capital and number of shares, for example 1500 Eur divided into 1500 shares of 1 Eur each.
  • The Issued Share Capital, specifying the amount of issued capital and the different types of classes of shares, whether ordinary and preference.
  • The Shareholding Structure; the amount of Shares held by each individual shareholder.
  • Name, address and passport number of each Director, Company Secretary and Shareholders. In the Case of having a corporate shareholder the registration number is also necessary.   Shares can be held in a Trust by our associated service provider.   Members of our law Firm can act as a Company Secretary and Director. 
  • The registered address of the Company in Malta. Our law firm can provide an address for the company.