Company registration in Malta | SIGTAX

Company registration in Malta

How to register a company in Malta?

Opening a company in Malta has many advantages among which fast and transparent process of company incorporation; it is enough to deposit only 20% of the minimum share capital to register a company; corporate tax is 35% (there is a possibility to reduce the tax rate to 5%); close trade links with Germany, Italy, France, Britain lead to the opening of the service and business to large markets and the population; Malta is not recognized as an offshore zone by most countries and is not included in the "black" and "gray" lists of the OECD and FATF; stable corporate legislation is not subject to sudden and frequent changes, provides stability in predicting the activities of companies. 

Also, when considering the low company formation and maintenance costs, foreign investors have many other reasons to open a company in Malta.

Foreign enterprisers setting up companies in Malta may choose between several types of business entities according to their needs. The Maltese Commercial Code allows the incorporation of the following structures:

Types of companies Malta

A limited liability company is the most common form of business entity in Malta. It may have the status of a public or private company.
 
A limited liability company is validly constituted in accordance with the Companies Act once a memorandum of association is entered into and subscribed by at least two persons or in case of a single member company – by one person and a certificate of registration is issued in respect thereof by the Registrar of Companies.
 

 

A partnership en nom collectif - a legal entity that has its obligations guaranteed by the unlimited and joint and several liability of all the partners. Such commercial partnership is formed under and governed by the Maltese Companies Act.

A partnership en commandite (or limited partnership) the capital of which is not divided into shares – such entity has its obligations guaranteed by the unlimited and joint and several liability of one or more partners (the general partners) and by the liability, limited to the amount of their contribution, of one or more partners (the limited partners).

A company formed and incorporated or registered under the laws of an approved foreign country, which is similar in nature to a company as known under the laws of Malta, may request the Registrar of Companies to be registered as continued in Malta, provided the laws of the foreign country so permit, and provided the company is authorised to do so by its constitutive documents.

A company registered under the Maltese Companies Act may, where the laws of an approved foreign country so permit and upon obtaining the consent of the Registrar of Companies, apply to the competent authority of the foreign country to have the company registered as continued as if it had been incorporated under the laws of that foreign country.

Sole proprietorships which are employed by persons carrying out business activities in their own name.
 
Foreign businesses also have several options, among which they can choose between subsidiaries, branches and liaison offices in Malta.
 
 

Documents required for registering a company in Malta

To register a limited liability company, you have to submit the following documents to the registration office:
 
1.        The memorandum of association that contains the following information:
 

  • Whether the company is a public company or a private company;
  • The name, residence and identification number of each of the subscribers thereto;
  • The name of the company;
  • The company’s registered office in Malta;
  • The objects of the company and in case of a single member company, the main trading activity has to also be specified;
  • The amount of share capital with which the company proposes to be registered;
  • The name, identification number and residence of the directors and 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;

 
If the articles of association are not registered, it is assumed that the model articles of association found in the First Schedule to the Companies Act have been adopted. The registration of a new company may also be made by submitting the mentioned documentation online. This, after applying and registering oneself with the Registrar as a “authorised user” in order to avail oneself of such innovative facility.
 
2.        FORM BO1
In the case of the registration of a new company, anyone of the shareholders of the proposed company or partnership is a body corporate, then a Form BO1 must be filed with the memorandum and articles of association. Generally, this Form must be filed when the body corporate shareholder holds more than 25% of the ownership either directly or indirectly.
 
3.        CERTIFIED COPY OF PASSPORT CERTIFIED COPY OF PROOF OF ADDRESS OF ALL SHAREHOLDERS.
 
4.        CONFIRMATION OF NAME RESERVATION.
 
5.        BANK ACCOUNT STATEMENT THAT CONFIRMS PAID UP SHARED CAPITAL.

The minimum authorised share capital of a public company is EUR 46,587.47. In the case of a private company, the minimum authorised share capital is EUR 1,164.69. The authorised share capital shall be subscribed by at least two persons. Nonetheless in case of a single member company, share capital shall be prescribed by only one person, being the sole shareholder of the company.
In the case of a public company, not less than 25%, and in the case of a private company, not less than 20%, of the nominal value of each share taken up shall be paid up on the signing of the memorandum.

 

6.        DIRECTORS AND COMPANY SECRETARY
Every public company must have at least two directors whereas every private company must have at least one director.
Every company must have a company secretary. No company may have:
·          as company secretary its sole director unless the company is a private exempt company.
·          as sole director of the company a body corporate, the sole director of which is company secretary to the company.
Every company registered in Malta must have a registered office in Malta.  This may be at the office of a local firm of lawyers, accountants or other providers of corporate services. Any changes to the company’s registered office must always be notified to the Registrar of Companies.

 

7.        TIME REQUIRED FOR INCORPORATION
A limited liability company may be registered either by the shareholders themselves or by their authorised representatives namely “subject persons” licensed to act as corporate services providers such as lawyers or accountants.  The length of time to incorporate a company depends on the type of company being incorporated and on whether all information and documentation is available and in order. Once the Registrar has all necessary documentation and information, the process may take from as little as 24 hours.