Malta Company Formation (All you need to know)

Malta Company Formation (All you need to know)


Setting up a company in Malta typically takes no longer than 2 working days and is a very straight forward procedure. The Malta Companies Act enacted in 1995 is the law that regulates limited liability companies and other commercial partnership. This law caters for the incorporation of both public limited liability companies as well as private limited liability companies.

A private company can be further established as a single member private exempt company or a private exempt company. A private company is one that, in its constitutive document, prohibits any invitation to the public to subscribe for any shares or debentures of the company limits the number of its members to fifty and restricts the rights to transfer shares.

The following points are the statutory requirement for the incorporation of the Maltese limited liability company in Malta:

Directors

There is a minimum requirement of one director per company with no restriction on the residence and nationality of the directors. Both foreign and Maltese companies can be appointed directors of a Maltese limited liability company.

Company secretary

A company secretary of a private company must either be a body corporate which is licences by the MFSA to act as a corporate service provider in terms of the Company Service Providers Act or a physical person. There is a minimum requirement of one company secretary per company with no restriction on the residence and nationality of the company secretary.

Shareholders

The minimum number of shareholders I two, although it is also possible to register single member companies where one shareholder owns all the shares in the company, providing certain conditions are satisfied. Private companies, individuals and other entities have a separate distinct personality and can hold shares in a Maltese company. There are no restrictions on the nationality and residence of the shareholders.

Employees

A Maltese company may have physical presence in Malta and employ both professional and skilled expatriates. All employees are subject to pay tax and national insurance contribution in Malta. The maximum tax rate on employment income is that of 35%, however certain specific sectors (Financial Services, Aviation, and Gaming) in which certain highly qualified expats pay a preferential rate of 15% tax, provided certain conditions are satisfied. Third country nationals require a working permit to work in Malta, whilst this is not required for EU nationals.

Registered address

From a Maltese legal and tax perspective, every company must have a registered office in Malta. No physical presence in Malta is required although this may be required from an international tax perspective.

Meetings

Although optional whether to be held in Malta, at least one Annual General Meeting is required to take place in which both the shareholders and the directors are required to meet to approve the annual accounts. From an international tax perspective, it is highly recommended that the Annual General Meeting is held in Malta.

Confidentiality

Despite the fact that all company documentations are publicly disclosed, organisational confidentiality can be maintained through the services of a fiduciary in which the name of the shareholders will remain undisclosed in the public registry. Details of the ultimate beneficiary owners are required to be submitted to the Maltese Registry of Companies in view of the fact that Malta, like other EU member states, has introduced a designated register of beneficial owners.

Accounts & Annual Returns

Both annual returns and accounts are to be summited on a yearly basis. All limited liability companies registered in Malta must have their annual financial statements audited by a Certified Public Accountant who holds practising certificate to audit financial statements of Maltese companies. On an annual basis, audited financial statements must be submitted to the Maltese Registry of Companies. The annual returns should include details of the shareholders, directors and company secretary together with any changes that might have been affected during the same year as well as details of the ultimate beneficial owners.

Records to be kept

All companies must retain records of all personal information on shareholders, directors and company secretary with dates of appointments, registration and share transfer. All companies must present a share certificate to each shareholder and provide such shareholders with a dividend warrant on payment of a dividend. Maltese income tax legislation provides for the details and information that such a dividend warrants should include.

Exchange control


Rules and regulation relating to exchange controls in Malta have been removed in view of Malta’s EU membership. Funds are permitted to be transferred in and out of Malta without any restrictions. It is normal procedure for local banks to ask for further details regarding payments in compliance to both local and international regulations.  Business in Malta can be conducted in any currency.

Bank accounts

Maltese companies may hold bank accounts in Malta or elsewhere. Döhle Malta can assist in setting up both private as well as corporate bank accounts with some of the most renowned banks in Malta. Bank accounts in a wide range of currencies, traditional banking services, cheque books, debit/ credit cards and online banking are some of the services supplemented with local corporate bank accounts. Some banks provide international trading and commercial finance services.

Taxation of Maltese companies

All Maltese companies are subject to tax at the rate of 35%  on their capital gains and world wide income. All companies in Malta can benefit from Malta’s comprehensive double taxation treaty network and other unilateral provisions for the avoidance of double taxation found in the Maltese Income Tax Act. Various fiscal incentives are available to both companies and their shareholders upon the distribution of a dividend.

Taxation of shareholders of Maltese companies

Irrespective of the residence and nationality of the shareholder, no tax is withheld upon the distribution of profits to the shareholders of Maltese Companies. No further tax is due by the shareholder on receipt of dividend from a Maltese Company, in view with the imputation system applicable in Malta. Shareholders are eligible for the refund of tax upon receipt of a dividend.

Share capital

Shares can be 20% paid up whilst the share capital can be denominated in any currency. The minimum share capital as stated in is of €1,165.


Please contact nick@dcts-malta.com for a full list of documentations required and information on fees and costs. As well as corporate service, Döhle Malta can assist individuals with both residency or citizenship status in Malta through various programs including IIP, MRVP and work permits.