Malta is located in the central Mediterranean, between Italy and North Africa. It is an archipelago made up of the islands of Malta, Gozo, Comino, Comminotto and Filfia. It has a population of approximately 425,000. The capital is Valetta and the local time zone is Central European Time. Its official languages are Maltese and English. Malta is a member of the European Union and uses the Euro as its currency. The official body responsible for Malta company formation and maintaining records on Maltese companies is the Registry of Companies at the Malta Financial Services Authority.
Malta company formation
Malta limited liability company
Legal system
The Maltese legal system is a hybrid of Civil Law and English Common Law.
Governing legislation
The Companies Act of 1995, as amended is the governing legislation for Malta company formation.
Company activities
There are no restrictions on the range of activities which a Maltese company may undertake, however activities such as financial services and gaming will require a licence.
Malta company formation timeframe
Malta company formation can usually be completed within two business days. Shelf companies are available for immediate use or if an older company is required. The name of a shelf company may be changed if so desired.
Redomiciliation
The legislation in Malta allows a company registered there to continue as a company registered in another jurisdiction. At the same time, a company incorporated elsewhere may become registered and continue in Malta if permitted by its own governing legislation.
Information held on public record
Details of the company’s issued capital, shareholders, directors, secretary and registered office address are held by the Registry of Companies and are available for public inspection. Copies of its memorandum and articles of association, as well as its financial statements are also publicly available.
Company name
A Maltese company’s name may be in any language but it must be expressed in Roman characters. Permitted designations of limited liability are “Limited”, “Ltd”, “Company Limited”, “Company Ltd”, “Co Limited” or “Co Ltd”.
Share capital
The share capital may be denominated in any currency, with Euros (€) being the default. As a minimum, shares to the value of €240 must be issued at the time of the Malta company formation. Bearer shares are not permitted.
Shareholders
At least one shareholder is required for a Maltese company. This can be a natural person or another company. Nominee shareholders may be used if confidentiality is required.
Directors
A minimum of one director needs to be appointed at the time of the Malta company formation, who can be a natural person or a company. It is a condition for the company to have at least two shareholders before it may appoint a corporate director. The directors can reside anywhere in the world. It is possible to appoint professional directors. If the company intends to apply for double tax treaty benefits, it would be recommended for the directors to be resident in Malta.
Shareholder and director meetings
Shareholder and director meetings may be held anywhere in the world, including by telephone conference. An annual general meeting (AGM) of the shareholders must be held in every calendar year. The first AGM must be held within 18 months of the date of the Malta company formation. Each AGM must be held not be more than 15 months after the previous one.
Registered office
The company must maintain a registered office within Malta, where the company’s statutory registers and records will be kept.
Company secretary
A company secretary needs to be appointed, who must be a natural person and who may reside in any country. The secretary should be aware of the statutory responsibilities carried by this position. The same natural person may act as the company’s sole director, secretary and shareholder, in which case the company will be classified as a “single-member private exempt company”.
Financial statements
Every company in Malta must prepare financial statements each year and these must be audited by a resident auditor, even if the company has no activity.
Annual filing requirements
An annual return must be submitted to the Registry of Companies, together with a copy of the company’s financial statements. A fee ranging between €100 and €900 is payable upon filing the annual return, which is calculated on the basis of the issued share capital. An annual tax return also needs to be submitted to the tax authorities.
Taxation
Maltese companies are subject to Corporate Tax on their profits at the rate of 35%. However, if the company has foreign shareholders, they are eligible to receive a refund of 30%, which then results in an effective tax rate of 5%. Dividends paid to non-resident shareholders are not subject to any withholding tax in Malta.
Double tax treaties
Malta has signed double tax treaties with over 70 other countries, making it a key jurisdiction for international tax structuring. A company will need to qualify as tax resident in Malta before it may benefit under any of these treaties.
Other considerations
A Malta company may need to register for VAT, depending on the nature of its business activities. Trading companies will generally be required to register, while holding companies will not. The standard rate of VAT is 18%.
Incorporation cost
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