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.