Malta Company Facts
The Maltese Company Law
Maltese Company Law is in conformity with the EU directives. The main legislation governing Maltese Companies is the Malta Companies Act of 1995. The main authoritative body which governs standard practices of Malta Companies is the Maltese Registry of Companies which is housed under the MFSA. On another note, Shipping companies are regulated by the Merchant Shipping Act.
Types of companies in Malta
By far, the most common and preferred company type is the limited liability Maltese company. This is a separate legal personality and, as the name implies, offers shareholders limited liability to the capital invested in the company in Malta. Furthermore, this company can take the form of a private company, or a public company.
Composition of the Maltese Company
The minimum number of shareholders for public and private companies in Malta is two. Conversely, a private limited liability company in Malta may also be formed as a single-member company. The sole Shareholder and sole Director of the Maltese Company cannot be corporate entities, and the objects clause restricted to one main activity.
Malta’s legislation allows for two types of partnerships: General Partnerships and Limited Partnerships. The most apparent difference between the two partnerships lies in the liability of the partners.
General Partnerships, also known as ‘en nom collectif’, refers to an unlimited partnership. Persons involved in a General Partnership are not only collectively responsible but also personally liable in the eyes of the law.
On the other hand, a Limited Partnership, also known as ‘en commandite’ requires at least two partners with one being listed as the general partner. It is also important to note that with this type of partnership, the general partner bears the same liability as the sole traders and such partners are exposed to liability which is limited to the assets belonging to the partnership.
Malta Company minimum Capital required:
The minimum authorised and issued share capital for a Maltese company is as follows:
- Private companies – €1,165 with at least 20% thereof paid up.
- Ppublic companies – €46,590 with at least 25% thereof paid up.
The company’s share capital may be denominated in any currency. Malta does not impose any exchange control restrictions and this facilitates the use of Maltese corporate vehicles for international business. By the same token, exchange risk is further minimised by the fact that the company’s income tax is paid in the same currency of the share capital. Similarly, sny tax refunds are also given in the same currency.
Malta Company Registration
The registration of a Malta company is achieved by submitting the necessary documentation to the Registry of Companies. E&S Group can assist companies with this process and the documentation required for submission includes:
- The Memorandum and Articles of Association (M&A).
- Identification document of the subscribers, and;
- Proof that initial share capital has been deposited
The M&A must be signed by the subscribers or their legal representatives. It is important to reiterate that one can set up a company in Malta without actually having to physically come to Malta. Once all the documents are submitted to the Registry of Companies the Maltese company registration is done within 24 hours.
Malta Company Registration Fee
A registration fee is payable to the Registry of Companies and depends on the amount of authorised share capital. The fee ranges between a minimum of €350 and a maximum of €1,750 circa.
Malta Company Annual Fee
An annual registration fee is also payable to the Registry of Companies with the minimum fee being €165 for Malta companies having a share capital not exceeding €11,645 and the maximum fee being €979 for Malta companies with a share capital of €1,164,686
Malta has a fully-fledged trustee regime and hence shares in Maltese companies may be held by licensed trustees in a fiduciary capacity for and on behalf the subscribers.
Directors and Company Secretary
Maltese Companies must appoint at least one Director and one Company Secretary. The Director may be a corporate entity however the Company Secretary must be an individualIt is important to note that a sole Director cannot occupy the post of cCompany Secretary as well unless the company is a single member company and has an ‘exempt’ status.
The general meetings need not be held in Malta but may be done via a telephone or video conference. Moreover, a Maltese company may opt not to convene a general meeting if all the shareholders are in agreement and sign the necessary resolutions.
Companies must submit an annual return upon each anniversary of the company’s registration date. The annual fee is payable together with the annual return.
After the financial year end, audited financial statements must be presented before and approved by the general meeting of the company and eventually submitted to the Registry of Companies. A company may opt for a financial year end other than 31 December, as long as the first period is not less than six months and not more than eighteen months. The time allowed for the submission of accounts before the general meeting is ten months after the financial year end for private companies and seven months after the financial year end for public companies.
Form of Accounts
Audited financial statements must be prepared in accordance with the Companies Act.
Continuation of Companies
Maltese law allows companies to change their domicile in and out of Malta. Companies moving their domicile to Malta must come from a jurisdiction which allows this. Additionally, this possibility enables companies to move freely from one jurisdiction to another without the need of going through a liquidation process. Companies wanting to move their domicile to Malta must submit certain documentation to the Registry of Companies. The Maltese Registrar will then issue a provisional certificate.This certificate is converted into a ‘Certificate of Continuation’ upon the presentation of evidence that the company has ceased to exist in the foreign jurisdiction.
The content on this website is for information purposes only and should not be taken as tax, legal or any other professional advice.
Contact our CBDO on LinkedIn Deborah Vella or email us on [email protected] for more information as well as for a quote. We will happily guide you through the Malta company formation process and also advise you on the solutions that would best suite your needs!