Company formation in Malta

The main common type of commercial vehicle used in Malta is the limited liability company.  Maltese companies are formed in accordance with the provisions of the Maltese Companies Act (Chapter 386 of the Laws of Malta) and can carry either the status of a private company or a public company.

Status of a Maltese company

A private limited liability company has the following features:

  • Limits the number of its members to fifty;

  • Restricts the right on a share transfer;

  • Prohibits the invitation to the public for the subscription of shares or debentures.

A public company is a company that does not qualify to be considered as a private company in accordance with the above criteria.

Share capital

A Maltese company may be formed with a minimum authorised share capital of €1,164.69, in the case of a private company and €46,587 in the case of a public company.  When the authorised share capital is equal to the minimum amount stipulated by Law, this has to be fully subscribed by the shareholders of the company. 

The minimum subscribed share capital has to be at least 20% paid-up (in the case of a private company) and 25% paid-up (in the case of a public company).  Therefore, a private company can be effectively formed with an authorised share capital of €1,164.69 with a paid up share capital of € 233.

Registered office

Every company registered in Malta must have a registered office in Malta where the books containing the minutes of proceedings of any general meetings of the company shall be kept, unless otherwise stated in the Memorandum or Articles of Association. Any subsequent changes to the company's registered office must be notified to the Registrar of Companies.

Shareholding

The maximum number of shareholders for a private company is fifty, whereas there is no maximum number of shareholders in the case of a public company. The minimum number of shareholders is normally two.  However, a single-member company may also be registered under the Companies Act, in the case of a private exempt company.

In the case of a single member company which qualifies as an exempt company, the Memorandum of Association of the said company should indicate the main trading activity of the company.  In addition, a private exempt company may not have a corporate shareholder and/or a corporate director.  In addition, no body corporate may hold any debentures in a private exempt company.

Directors and company secretary

Every Maltese company must have a company secretary.

The company secretary is appointed by the company subject to the following prohibitions:

  • a company may not appoint its sole director as a company secretary unless the company is a  private exempt company;

  • no company may have as sole director of the company a body corporate, the sole director of which is company secretary to the company.

In addition to a company secretary, every company must appoint a company director(s).  Every public company must have at least two directors whereas every private company must have at least one director.

Annual return fees

Companies are required to prepare an annual return upon each anniversary to its registration.  The return has to be filed at the Registry of Companies within 42 days from the date up to which it is being prepared.  In addition to filing of the annual return, companies are required to pay an annual fee, as outlined in the table below:

Authorised share capital of the company (Excluding SICAV’s):

Annual return fee (€)

Does not exceed €1,500 100

Exceeds €1,500 but does not exceed €5,000 140

Exceeds €5,000 but does not exceed €10,000 160

Exceeds €10,000 but does not exceed €50,000 350

Exceeds €50,000 but does not exceed €100,000 400

Exceeds €100,000 but does not exceed €250,000 600

Exceeds €250,000 but does not exceed €500,000 800

Exceeds €500,000 but does not exceed €1,000,000 900

Exceeds €1,000,000 but does not exceed €2,500,000 1,200

Exceeds €2,500,000 1,400

Memorandum and Articles of Association

The memorandum of association of every company shall contain the following information:

  • Whether the company is a public company or a private company; 

  • The name, residence and identification number of each of the subscribers and in case of a body corporate acting as subscriber, the name, company number and registered address have to be specified;

  • The name of the company; 

  • The company’s registered office in Malta; 

  • The objects of the company and in case of a single member company, the main trading activity has to also be specified; 

  • The amount of share capital with which the company proposes to be registered (also referred to as the authorised capital), the division thereof into shares of a fixed amount, the number of shares taken up by each of the subscribers (also referred to as the issue share capital) and the amount paid up in respect of each share and, where the share capital is divided into different classes of shares, the rights attaching to the shares of each class; 

  • The number of the directors, the name, identification number and residence of the first directors and, where any of the directors is a body corporate, the name and registered or principal office of the body corporate; the manner in which the representation of the company is to be exercised, and the name of the first person or persons vested with such representation; 

  • The name and residence of the first company secretary or secretaries; 

  • The period, if any, fixed for the duration of the company; and

  • In respect of each shareholder, director, legal and judicial representatives and company secretary, the number and a copy of an official identification document should also be given.

Time required for incorporation of a Maltese Company

The incorporation of a Maltese company depends on the type of company being formed. However, this process may take as little as 2 - 3 days.  The formation of a Maltese company requires the submission of a Memorandum and Articles of Association and proof of settlement of the company’s share capital.  In addition, members are required to provide the necessary information required to meet the obligations of the Anti Money Laundering rules and regulations.

 

 

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