A Comprehensive Guide To Registering A Company In Malta

TS
The Sovereign Group

Contributor

Sovereign began in Gibraltar in 1987 and has since grown into one of the largest independent corporate and trust service providers in the world. We currently manage over 20,000 clients that include companies, entrepreneurs, private investors or high net worth individuals and their families – and have assets under administration in excess of US$10 billion.
Malta has become a jurisdiction of choice for multinational companies or start-ups looking for a competitive base to maximise business and investment opportunities inside the European Union.
Malta Corporate/Commercial Law
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Malta has become a jurisdiction of choice for multinational companies or start-ups looking for a competitive base to maximise business and investment opportunities inside the European Union. As a full EU member state, Malta offers effective regulation, full EU 'passporting rights', a robust legal framework and strong investor safeguards.

When combined with Malta's advantageous tax system and its extensive double tax treaty network, it means that, with proper planning and structuring, investors can achieve considerable fiscal efficiency using Malta as a base. This guide aims to clarify the process of registering a company in Malta, outlining the key steps and considerations for prospective business owners.

Maltese entities can be used for all types of commercial and personal structures including holding companies, trading companies, family offices, investment funds, local and international property holding, estate and succession planning, and insurance.

Companies or partnerships are formed by agreement between the shareholders or members and must be registered at the Malta Business Registry. The following types of entity are permitted: sole proprietorship, limited liability company or, with at least one other person, a general or limited partnership.

An important advantage of a Malta limited liability company (LLC) is that the liability of the shareholders is limited to the amount which remains unpaid on their shares. A company is a legal person distinct from its shareholders and the assets and liabilities of the company are separate from those of its shareholders.

LLCs can be either public or private, with the latter being the most common choice for small to medium-sized enterprises due to their operational flexibility, more limited regulations and minimum share capital requirement.

Malta Company Registration Process: Step-by-Step

  1. Choosing a company name: the initial step involves selecting a unique name for your company. The Malta Business Registry (MBR) requires that the name is not already in use or reserved and is not offensive or misleading.
  2. Drafting the Memorandum and Articles of Association: the Memorandum of Association sets out details about the company's status and objectives, its registered office address, details, its shareholders and directors, its share capital and the rights attaching to each class of share. The Articles of Association governs the internal workings of the company.
  3. Share capital requirements: the minimum share capital for a private company is €1,165, of which at least 20% must be paid up at the time of registration. For public companies, this requirement increases to €46,588, of which at least 25% must be paid up.
  4. Appointment of company officials: a private LLC must have at least one director (two are required for a public LLC) and a company secretary. Their role is to ensure the company's compliance with Maltese law and manage day-to-day operations.
  5. Beneficial Ownership: every company is required to submit a signed declaration containing information on the beneficial owners of the company. A beneficial owner is any natural person or persons who either ultimately own or control, direct or indirectly, more than 25% of the shares or voting rights in the company, or otherwise exercise control over the management of the company.
  6. Registered Office in Malta: All companies must have a registered address in Malta. This can be provided by a local firm of lawyers, accountants or corporate service providers.
  7. Registration with the MBR: all the information and documentation set out above must be submitted to the MBR. Upon approval, the MBR will issue a certificate of registration and a company number, marking the official existence of the company.

Post-registration requirements

After registration, companies can enter into contracts, own property and open bank accounts. They also have to remain in compliance with Malta's ongoing legal and fiscal requirements.

Registered companies in Malta are obliged to:

  • Maintain accurate records by filing the appropriate documentation if there is a change in the directors, shareholders, company secretary, Memorandum or Articles of Association.
  • File an annual return, accompanied by the relevant fee.
  • File the company accounts once a year, within 10 months and 42 days from the end of the financial year.
  • Hold an Annual General Meeting once a year and retain the minutes at the company's registered office.
  • Directors' meetings must also be recorded and retained at the company's registered office.

Generally, once a company is registered with the Registrar of Companies in Malta, it will be registered with the Commissioner for Revenue and an income tax number will automatically be generated. Where Maltese source income is earned without a permanent establishment in Malta, an application can be sent to the International & Corporate Tax Unit to clarify the companies tax status.

All companies registered in Malta must also register for VAT. Depending on a company's activities, VAT requirements include several compliance and payment obligations.

Advantages of setting up a company in Malta

Registering a company in Malta offers a number of benefits:

  • Favourable tax system – Malta's full imputation tax system, tax refunds and participation exemption regime and tax treaty network provide highly effective tax structuring opportunities.
  • Strategic location – Malta is within the EU and serves as a gateway between Europe and North Africa.
  • Skilled workforce – Malta has a multilingual, highly educated workforce.
  • Robust legal framework – Malta offers a stable legal environment, influenced by EU directives and standards.

Registering a company in Malta is a straightforward process if approached methodically. From selecting a company name to understanding the legal and taxation obligations, each step requires careful consideration. With its beneficial business environment and strategic location, Malta continues to be an appealing EU destination for businesses worldwide.

The content of this article is intended to provide a general guide to the subject matter. Specialist advice should be sought about your specific circumstances.

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