Corporate
Company Formation
Maltese companies are regulated by the Companies Act (1995), which is substantially based on the UK Companies Act (1985).
Legal Set-up
There are three main types of companies that may be incorporated in Malta
- Public limited liability company (Plc)
- Private limited liability company (Ltd)
- Public or Private investment companies with:
- fixed share capital (INVCO)
- variable share capital (SICAV)
The registration of a company takes places by presenting the following documentation to the Registrar of Companies in Malta
- The company’s memorandum and articles of association.
- Documentation evidencing that the paid-up share capital of the company has been deposited with a bank.
- Due diligence documents required by the Malta Registry of Companies.
Documents required to be filed with the Malta Registrar of Companies must be in either the English or Maltese language.
Companies are usually incorporated within two to three working days from receipt of all the information and documentation, provided that this is in good order.
Companies incorporated in Malta are required to have a registered office in Malta and they are automatically recognised as tax resident and domiciled in Malta, irrespective of the usual test of place of management and control.
The minimum number of shareholders is normally two, nonetheless, single-member companies are permitted, subject to certain restrictions.
The management of a company is entrusted to a Board of Directors which is responsible to and elected by the shareholders of the company. There is no citizenship or residency requirement for directors and corporate directorship is accepted. The minimum number of directors in the case of public companies is two, as opposed to one director in private companies.
Each company must have a company secretary, who is not subject to nationality or residences restrictions, but must be an individual (exceptions apply in the case of investment companies). No specific professional qualification is required to hold this office.
Share Capital
A company can denominate its share capital in any convertible foreign currency. The minimum share capital requirements are:
| PUBLIC | PRIVATE | |
| € | € | |
| Authorised | 46,588 | 1,165 |
| Issued | 46,588 | 1,165 |
| Paid-up | 25% | 20% |
Government registration fees vary in accordance to the authorised share capital, ranging from €210 to €1,900 for filing in electronic format, or €245 to €2,250 for filing in paper format.
Company Administration
Annual General Meeting - Every company must hold in each year a general meeting as its annual general meeting in addition to any other meetings in that year.
Financial Statements - Annual financial statements and audits are a statutory requirement in Malta and need to be International Financial Reporting Standards (IFRS) compliant. These must be prepared in the same currency denomination as the share capital. Financial statements are to be filed with the relevant authorities annually, however such requirements may vary according to the company status.
Annual Return - In addition, a further return outlining details regarding the company is to be filed each year. An annual fee is payable on the basis of the authorised share capital, which varies between €85 to €1,200 for filing in electronic format, or €100 to €1,400 for filing in paper format
Company year-end and filing dates - A company’s accounting year-end is automatically registered as 31 December unless an alternative date is required, whereby an application requesting a change in year-end would need to be submitted to the Registrar of Companies and the Inland Revenue. The company’s first accounting reference period shall be a period not less than 6 months and not more than 18 months.
Companies which have a January to June accounting year-end are required to file their tax return, together with audited financial statements, by the 31 March of the year of assessment. Companies that have an accounting year-end other than a January to June year end must file their income tax returns together with audited financial statements within 9 months after their accounting reference date.
Tax payment timelines - Provisional tax payments, usually based on computations for the last year of assessment, are due every quarter in advance of the year of assessment, and any outstanding tax balance is due upon the submission of the return. Companies whose profits are allocated to the foreign income account, however, may settle the tax liability at the earlier of 18 months from the accounting date or the distribution of a dividend. Tax settlements and refunds can be secured in the currency used for incorporation and accounting purposes.
Oversea companies
Within one month of establishing a place of business in Malta, an overseas company is required to deliver the incorporation documents and other relevant documents to the Registrar of Companies.
Redomiciliation
Continuation of companies regulations
The introduction of regulations for the continuation of companies in 2002, as amended by means of various legal notices, introduced the concept of foreign corporate entities being permitted to redomicile to Malta, and conversely, Maltese corporate entities being permitted to redomicile to foreign jurisdictions, subject to certain terms and conditions.
This means that such entities may opt to change their domicile without changing the status of the company or having to wind-up their business. Simply put, a company may register in the new jurisdiction and continue its business in such jurisdiction, retaining all its assets, liabilities and obligations entered into since its date of incorporation.
Why re-domicile to Malta?
Through the re-domiciliation process, once a company incorporated and registered in a foreign jurisdiction obtains a domicile in Malta, the company becomes eligible to the Maltese corporate tax regime and avail itself of such regime. The company will be entitled to benefit from all the incentives available to Maltese-registered companies.
Eligibility to register as being continued in Malta
Primarily, when seeking the continuation of a foreign body corporate in Malta, the following conditions must be met
- The foreign body corporate must be similar in nature to a Maltese company (including share capital requirements)
- The foreign company must be incorporated or registered under the laws of an approved jurisdiction
- The continuation of the foreign body corporate must be permissible in terms of:
- the law of the foreign company’s jurisdiction
- the company’s memorandum and articles of association
The above confirmations could result from a legal opinion or an opinion issued by a firm of practitioners.
Public companies and companies carrying out a licensable activity
It is also possible to re-domicile into or outside of Malta, public companies or companies carrying out a licensable activity.
All foreign companies intending to carry on a licensable activity in or from Malta shall require a licence or other authorisation in terms of law from the competent authority in Malta before commencing operations.
Procedure
Once the documents above are submitted to the Registrar of Companies in Malta, a provisional certificate of continuation will be issued and the company shall be as provisionally registered in Malta.
Within a period of six months from the date of the issue by the Registrar of the Provisional Certificate of Continuation, the company shall submit documentary evidence to the Registrar that it has ceased to be a company registered in the country or jurisdiction where it had been initially formed and incorporated or registered. Failing to comply to such condition, the Maltese Registrar may either strike off the company from the local register and inform the foreign jurisdiction where the company is incorporated or registered that the company is not registered in Malta; or upon a reasonable cause being shown allow a further period of three months prior to striking the name of the company off the register.
Once documentary evidence is submitted to the Registrar of Companies in Malta showing that the Company has ceased to be registered in the foreign jurisdiction where it is incorporated or registered, the final certificate of continuation will be issued.