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Company Setup In Malta

07 / 12 / 18

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Setting up a company is a very straight forward procedure and it usually takes 2 working days to be set up. The law that regulates limited liability companies and other commercial partnerships in Malta is The Companies Act of 1995. This law provides for the setting up of both private limited liability companies as well as public limited liability companies. A private company is one that, in its constitutive document, restricts the rights to transfer shares, limits the number of its members to fifty and prohibits any invitation to the public to subscribe for any shares or debentures of the company. A private company can further be established as a private exempt company or a single member private exempt company. By exclusion, a public company is defined as a company that is not a private company.

Statutory requirements for the formation of a Maltese limited liability company in Malta are as follows:

  • The minimum share capital is of €1,165. Shares can be 20% paid up i.e. approximately €250 and can be denominated in any currency.
  • The minimum number of directors is one and there are no restrictions on the nationality and residence of the directors.
  • Both Maltese and foreign companies can be appointed directors of a Maltese limited liability company.
  • Every company must have at least one company secretary. There are no restrictions on the nationality and residence of the company secretary. A company secretary must be a physical person, thus a body corporate cannot act as a company secretary of a private company.
  • The minimum number of shareholders is two, although it is also possible to register single member companies where one shareholder owns all the shares in the company, provided certain conditions are satisfied.
  • There are no restrictions on the nationality and residence of the shareholders.
  • No exchange control rules and regulations exist in Malta since they have been abolished in view of Malta’s EU membership. Thus funds can be transferred in and out of Malta without any restrictions.
  • Business can be conducted in any currency and banks may require supporting evidence for payments and receipts.
  • All company documents are public. However confidentiality can be maintained through the services of a fiduciary in which the name of the shareholders will not be disclosed in the public registry. In this case, details of the ultimate beneficial owner are not required to be submitted to the Maltese Registry of Companies.
  • At least one Annual General Meeting is required in which the directors and shareholders are required to meet to approve the annual accounts. Meetings need not be held in Malta, but from an international tax perspective it is highly recommended that they are held in Malta.
  • All limited liability companies in Malta must have their annual financial statements audited by a Certified Public Accountant who has a practicing certificate to audit financial statements of Maltese companies.
  • Audited financial statements must be submitted on an annual basis to the Maltese Registry of Companies, as well as annual returns which includes details of the shareholders, directors and company secretary and any changes that might have been effected during the year.
  • All companies in Malta are subject to tax at the rate of 35% on their worldwide income and capital gains.

Please contact us for advice and for further information.

Company Setup In Malta

07 / 12 / 18

Share Article on 

 

Setting up a company is a very straight forward procedure and it usually takes 2 working days to be set up. The law that regulates limited liability companies and other commercial partnerships in Malta is The Companies Act of 1995. This law provides for the setting up of both private limited liability companies as well as public limited liability companies. A private company is one that, in its constitutive document, restricts the rights to transfer shares, limits the number of its members to fifty and prohibits any invitation to the public to subscribe for any shares or debentures of the company. A private company can further be established as a private exempt company or a single member private exempt company. By exclusion, a public company is defined as a company that is not a private company.

Statutory requirements for the formation of a Maltese limited liability company in Malta are as follows:

  • The minimum share capital is of €1,165. Shares can be 20% paid up i.e. approximately €250 and can be denominated in any currency.
  • The minimum number of directors is one and there are no restrictions on the nationality and residence of the directors.
  • Both Maltese and foreign companies can be appointed directors of a Maltese limited liability company.
  • Every company must have at least one company secretary. There are no restrictions on the nationality and residence of the company secretary. A company secretary must be a physical person, thus a body corporate cannot act as a company secretary of a private company.
  • The minimum number of shareholders is two, although it is also possible to register single member companies where one shareholder owns all the shares in the company, provided certain conditions are satisfied.
  • There are no restrictions on the nationality and residence of the shareholders.
  • No exchange control rules and regulations exist in Malta since they have been abolished in view of Malta’s EU membership. Thus funds can be transferred in and out of Malta without any restrictions.
  • Business can be conducted in any currency and banks may require supporting evidence for payments and receipts.
  • All company documents are public. However confidentiality can be maintained through the services of a fiduciary in which the name of the shareholders will not be disclosed in the public registry. In this case, details of the ultimate beneficial owner are not required to be submitted to the Maltese Registry of Companies.
  • At least one Annual General Meeting is required in which the directors and shareholders are required to meet to approve the annual accounts. Meetings need not be held in Malta, but from an international tax perspective it is highly recommended that they are held in Malta.
  • All limited liability companies in Malta must have their annual financial statements audited by a Certified Public Accountant who has a practicing certificate to audit financial statements of Maltese companies.
  • Audited financial statements must be submitted on an annual basis to the Maltese Registry of Companies, as well as annual returns which includes details of the shareholders, directors and company secretary and any changes that might have been effected during the year.
  • All companies in Malta are subject to tax at the rate of 35% on their worldwide income and capital gains.

Please contact us for advice and for further information.