Malta is the ideal place to register your business. Apart from the breath-taking backdrop of the Mediterranean, Malta boasts a robust regulatory regime and favourable taxation system.
Malta Company Formation
The limited liability company is the corporate form of choice in Malta and one which is formed by means of subscription to capital divided into shares. The most important aspect of the limited liability company is that the liability of the shareholders is limited to the amount, if any, unpaid on the shares held within it. Private companies are ordinarily required to have at least two natural or legal persons as shareholders. That said, a private limited liability company may nevertheless be formed as a single-member company, subject to certain conditions laid down in the Companies Act.
Below you will find the most essential information that you will need to know before registering a company in Malta.
Documentation required for incorporation
Every new Maltese company is required to draft and submit to the Registrar a Memorandum of Association. This document possesses the main details regarding your company, including the company name, objects, company directors, and company secretary. This document is regularly accompanied by Articles of Association, which details the internal management of a company, such as the rights of the shareholders.
The type of company intended to be set up dictates the contents of such documents. For example, a private limited liability company must prohibit any invitation to the public to subscribe for any shares or debentures of the company and limit the number of members to 50. Alternatively, a Maltese company may be set up with just one shareholder. Such single member companies must in particular in its Memorandum or Articles of Association:
-Prohibit any body corporate from being a director of a 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.
-Public companies and special vehicles such as SICAV must observe certain additional requirements.
-In each case, the Registrar must also be provided with documentation which provides information relating to subscribers and directors of a company and evidence that the subscribed share capital has been paid up.
Company name reservation
When looking to set up a company in Malta one of the first steps should be deciding upon a company name. Doing this at an early stage will ensure that your name is not already taken. Once decided, a company name may be reserved for three months, during which time third parties may not register the same name. Approval of company names is at the discretion of the Registrar. It should also be noted that private company names must end with the words ‘private limited company’, ‘limited’ or the abbreviation ‘ltd’ while those of public companies must end with the words ‘public limited company’ or the abbreviation ‘plc’.
Besides the above, a registration fee is also payable to the Registrar in Malta depending on the authorised share capital of the company. Fees range from €245 to €2,250 (the maximum only applies if the authorised share capital exceeds €2,500,000). In addition, a fee calculated according to the share capital of the company is owed to the Registrar on an annual basis with the minimum payable amount being € 100 and the maximum set at € 1,400.
Re-domiciliation, also referred to as ‘Continuation’, means that a company registered in a particular jurisdiction may be re-domiciled/continued in another jurisdiction.
A foreign company which is substantially similar in form to a company incorporated under Maltese law, may request to be registered as being continued in Malta under the Companies Act. The request will be accepted if the continuation is allowed in terms of the law of the country of origin and of the company’s statute. The company, after completing the requirements within its country of origin, must proceed with submitting the required documentation to the Malta Business Registry. After the successful submission of all the required documentation the process shall be as follows:
- a Provisional Certificate of Continuation will be issued in favour of the company;
- within six months of the issuance of the Provisional Certificate of Continuation, the company being re-domiciled must provide evidence that it obtained confirmation, from the authorities in the company’s jurisdiction of origin, that such company is no longer registered as a company in such other jurisdiction;
- upon successful submission, the final Certificate of Continuation is issued and the re-domiciliation process would be complete.
The main advantage of such a procedure is that contractual agreements and commitments entered into by the company will continue to be recognized in Malta.
Our Complete Corporate
Services Follow A Simple
1. Understanding your business needs: Finanzi takes great care in getting to know you and your business so that we can recommend the most convenient, legally sound and cost-effective vehicle for your business. We will help you choose between setting up a partnership en commandite (“the limited partnership”) or partnership en nom collectif (“the general partnership”) public company or private limited liability company, and otherwise provide the right means for your company to progress.
2. We will guide you through and ultimately handle all documentation necessary
3. Once set up we will support your needs with continuous and full-scale corporate services as described under, but not limited to, the various headings above.