Corporate
The most common form of corporation used in Malta for business operations is a limited liability company. The success of such form of business entity is a result of the benefits associated with it, with respect to legal, corporate and taxation matters which makes it an attractive corporation vehicle for both local and international businesses.
Malta Company Information & Incorporation
A limited liability company in Malta is regulated under the Companies Act and can be registered within two working days with the Malta Business Registry. Operating through a Malta limited liability company provides the shareholder with a limited liability benefit where their liability is limited to the nominal value of their share participation.
A limited liability company can be either a private or public company. The main differences between the two are the following.
A private limited liability company is a company that:
- Must restrict the right to transfer its shares;
- Has a limitation in the number of members to 50;
- Is not allowed to invite the public to subscribe for any shares or debentures of the company;
- Issues share capital at least €1,164.68 of which 20% must be paid up initially;
- Has a minimum one director.
A public limited liability company is a company that:
- By exclusion does not qualify as a private company;
- May offer its shares or debentures to the public;
- Is not limited to a maximum number of members;
- Issues share capital at least €46,587.38 of which 25% must be paid upon subscription;
- Has a minimum of two directors.
Shareholders
A minimum number of shareholders is normally two, however, a private limited liability company may also be formed with one shareholder which will be considered as a ‘Single Member Company’. A single member company has a restriction of having a single main trading activity whilst a limited liability company that has at least two shareholders does not have any limitation in the number of activities.
The Companies Act does not impose any restrictions on the nationality and residence of the shareholders.
Director
In accordance with the Companies Act, a private limited liability company must have at least one person acting as company director which may be both a natural person and a body corporate, unless the company is a private exempt company. The Companies Act does not impose any restrictions on the nationality and residence of the directors, however, for tax purposes, it is important that the company is effectively managed and controlled in Malta.
Company Secretary
The directors of a company registered in Malta must appoint a company secretary who has to be a natural person. The company secretary cannot the sole director of the company unless the company is a private exempt company. There are no restrictions imposed on the nationality and residence of the company secretary.
Registered Office
A company registered in Malta must have a registered office in Malta which can be at the operating office of the company, the office of a firm of lawyers, accountants or other corporate service providers. Brainston can provide its address to be used as a company address. For incorporation purposes, a company does not need to have presence in Malta however substance in Malta might be necessary to abide by international tax rules, we can guide you accordingly on this matter.
Annual Return
On an annual basis, a company incorporated in Malta is required to submit an annual return to the Registrar of Companies. The return includes; the capital structure of the company, the details of the shareholders, the directors and company secretary together with any changes that took place during the year.
Audit Financial Statements
Every limited liability company must submit to the Registry of Companies, annual financial statements which must be audited by a Certified Public Auditor who holds a practicing certificate to audit financial statements of Maltese companies.
General Meetings
Every company in Malta shall hold a members’ Annual General Meeting (AGM) at least once every year. The first AGM of the company shall be held within 18 months from the date of incorporation. Not more than 15 months shall elapse between the date of one AGM and the next.
Part of the AGM agenda is the approval of the annual financial statements, the reappointment of the director and the auditor.