Incorporation of Maltese Companies
Legislation
The Companies Act 1995 was enacted with the object of updating Malta’s corporate legal framework and harmonising it with the European Union Directives on Company Law. Additionally, shipping companies formed in Malta before or after the coming into effect of the Companies Act 1995, may opt to be regulated by the Merchant Shipping (Shipping Organisations – Private Companies) Regulations 2004, in default of exercising the option they will be regulated by the Companies Act 1995 (the “Companies Act”).
Company Formation in Malta: A Lifecycle Overview.
The following are the key stages in Malta’s company formation process.
Company Application Form and Collation of Due Diligence Documents
- Upon acceptance of our Malta Company Fee Proposal the client is requested to complete a company application form, which will allow GVZH to get a clear understanding of the Trading and/or Holding activities of the company, and the intended company structure.
- The client is also requested to provide due diligence documents which will be reviewed by the GVZH Compliance Team. A due diligence factsheet is provided together with our Malta Company Fee Proposal.
Drafting of Company Formation Documents and Submission to the MBR
- Upon successful review of the company application form and due diligence documents by our Compliance Team, the GVZH Corporate Team will commence the drafting of all company formation documents.
- The company formation documents are sent to the client for signature together with the bank coordinates for the transfer of the company’s share capital.
- Upon receipt of the signed original company formation documents and the transfer of the share capital, the Corporate Team will forward all the documents to the Malta Business Registry (MBR) to set up the company.
- A timeframe of around 5 working days is required for the MBR to set up the Malta Company.
Opening of Bank / Payment Accounts and Tax Compliance Applications
- Once the company is set up, GVZH can assist with the opening of bank or payment accounts with local banks / service providers. During the company application process, the Corporate Team will guide the client which option would best fit the company’s needs.
- Simultaneously, GVZH can also assist with the application for a VAT number (if required) with the local tax authorities.
Recommendations
To bolster substance in Malta, it is recommendable that the company has at least:
- One local director.
- A local company secretary.
- A bank or payment account in Malta.
- Books of accounts are held in Malta.
Other information / local requirements
- Government Registration Fee: €245 for an authorised share capital of up to €1,500
- Shelf Companies Available: No
- Minimum Number of Shareholders: 1 or 2 in the event a corporate Director is appointed to the Board
- Corporate Shareholders Permitted: Yes
- Disclosure of Beneficial Owners: Yes
- Minimum Authorised Share Capital allowed: €1,200.00
- Bearer Shares Permitted: No
- Registered Shares Permitted: Yes
- Number Par Value Shares Permitted: No
- Minimum Number of Directors: 1
- Minimum Number of Company Secretaries: 1
- Corporate Directors Permitted: Yes
- Corporate Company Secretaries Permitted: Yes
- Disclosure of Directors / Company Secretary: Yes
- Disclosure of Directors / Company Secretary: Yes
- Appointment of Subsequent Directors / Officers: Yes
- Registered Office Address in Malta: Yes
- Minimum Annual Government Fee: €100 where the authorised share capital of the Company does not exceed €1,500
- Requirement to File Annual Return: Yes
- Requirement to file Audited Financial Accounts: Yes
- Requirement to file Annual Tax Return: Yes
