A Malta Company is the ideal vehicle for a number of activities, ranging from property ownership to the management of e-Commerce activities and licensed financial services provision.
Incorporating a company in Malta is relatively easy and only takes about a week. The Maltese legal structure is a hybrid system of Civil and Common law. While it is based on the civil law pattern of continental Europe, most administrative and fiscal legislation is constructed on the British model. This offers Malta a particular advantage in company formation as practitioners have a cultural affinity with both systems and can easily bridge the gap between continental European and Anglo (UK) legal frameworks.
Key Features of Malta Companies
- Company Law: Companies Act 1995
- Type of Company: Private and Public Limited Liability Company
- Language of Legislation and Corporate Documents: English
- Exchange Control: No
- Length of time to Incorporate: approximately 1 week
- Registration Fee: There is a minimum registration fee, payable to the Registry of Companies of €245 (registration in paper) or €210 (registration in electronic format). This increases in proportion to the amount of authorised share capital of the company
- Shelf Companies Available: No
Corporate Names
- Name Restrictions: Names identical or similar enough to create confusion, offensive or otherwise undesirable
- Endings and Abbreviations Required: ‘Private Limited Company’, ‘Limited’ or its abbreviation ‘Ltd.’
- Length of Time to Verify Name Availability: Less than 24 hours depending on name similarity
- Reservation of Names Permitted: Yes
- Language of Name: Any language using the Latin alphabet
Capital and Shareholders
- Minimum Number of Shareholders: 2 (there are exceptional circumstances where one member is permitted)
- Corporate Shareholders Permitted: Yes
- Local Shareholders required: No
- Disclosure of Shareholders: Yes (Anonymity can be retained through a licensed Fiduciary or Trustee)
- Minimum Authorised Shares to be Issued: €1,164.69 (one thousand one hundred and sixty four euro & sixty nine cents)
- Bearer Shares Permitted: No
- Registered Shares Permitted: Yes
Directors and Company Secretary
- Minimum Number of Directors: 1 (private), 2 (public)
- Minimum Number of Company Secretaries: 1
- Corporate Directors Permitted: Yes
- Corporate Company Secretary Permitted: No
- Local Directors/ Company Secretary Required: No
- Disclosure of Directors / Company Secretary: Yes
- Appointment of Subsequent Directors /Officers: Yes
Meetings
- Annual General Meeting of Shareholders Required: Yes – notice to be given to every member of the company and its auditor
- Annual General Meeting of Directors Required: No
- Location of Directors and Shareholders Meetings: Malta – for place of effective control & management
- Adoption by Consent Permitted: Yes
- Quorum Required for Purposes of Meetings: 2 members personally present shall be a quorum in so far as the articles of the company do not contain other provisions. Meanwhile, if any business is to be transacted at a meeting, the quorum stands at: a member or members holding in the aggregate at least one tenth of the paid up share capital of the company and who hold the right to attend and vote at meetings. In this case, a proxy for a member will be taken into consideration in determining the quorum.
Local Requirements
- Registered Office: Yes
- Register of Directors / Officers to be kept at Registered Office: Yes
- Company Seal Required: No
- Copy of Minutes to be kept at Registered Office: Yes, or at any such place as may be specified in the memorandum of articles
- Copy of Share Register to be kept at Registered Office: Yes, or at any such place as may be specified in the memorandum and articles
Annual Requirements
- Minimum Annual Fee or Franchise Tax: Registration of an annual return, €163.06 where the authorised share capital of the company does not exceed €11,646.87
- Requirement to File Annual Return: Yes (42 days after the date to which it is made up)
- Requirement for Financial Audited Accounts: Yes
- Requirement to file Financial Statements: Yes (ten months after the end of the relevant accounting reference period + 42 days)
- Requirement to file Tax Return: Yes
