A Malta company may be registered as a private limited liability company or a public company. There are several forms of a Malta private limited liability company:

• Private limited liability company
• Private Exempt Company
• Single Member Company

The main difference between a Malta private limited company and a Malta public limited liability company is the limitation in the number of shareholders and the restrictions imposed by the law on the holding of the shares in a private limited liability company.

Company registration in Malta is a straight-forward yet a very tricky process. Our corporate support team can provide you with expertise advice on how to register a company in Malta.

We advice clients on the most suitable type of company which fits the client’s requirements. Our team will provide relevant insights on the Maltese company formation process including all the relevant steps which you need to follow on how to open a company in Malta.

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Procedures For Setting Up A Company in Malta

When setting up a company in Malta, the memorandum of association is one of the most important documents and 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 thereto, 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
• The number of the directors, the name, identification number and residence of the first directors
• The name and residence of the first company secretary or secretaries
• The period, if any, fixed for the duration of the company

In the case of a public company, additional document shall be annexed to the memorandum providing:

The total amount or an estimate of all the costs payable by the company or chargeable to it by reason of its formation up to the time it is authorised to commence business, and of all the costs relating to transactions leading to such authorisation;

A description of any special advantage granted, prior to the time the company is authorized to commence business, to anyone who has taken part in the formation of the company or in transactions leading to such authorisation.

A Malta limited liability company is validly constituted in accordance with the Companies Act once the memorandum and articles of association and the relevant documentation for the incorporation of the said company are presented to the Registrar for registration.

Form BO1

In the case of the registration of a new Malta company and anyone of the shareholders of the proposed Malta company or partnership is a body corporate, then a Form BO1 must be filed with the memorandum and articles of association. Generally, this Form must be filed when the body corporate shareholder holds more than 25% of the ownership either directly or indirectly. Details on the beneficial owner must include: name & surname of the beneficial owner, date of birth, nationality, country of residence, official identification number and country of issue.

Should in realty no beneficial owner holds 25% or more of the issued share capital, than as a second test one should consider who actually controls and determines the everyday running of the company.

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Registered Office 

Every company registered in Malta must have a registered office in Malta.  This may be at the office of a local firm of lawyers, accountants or other providers of corporate services. Any changes to the company’s registered office must always be notified to the Registrar of Companies.

Capital Requirements

The minimum authorised share capital of a Malta private limited liability company is EUR 1,164.69.
In the case of a public company, the minimum authorised share capital is EUR 46,587.47.
The authorised share capital shall be subscribed by at least two persons unless the company is a private exempt single member company.

Directors and Company Secretary 

Every public Malta company must have at least two directors whereas every private Malta company must have at least one director.

Every company in Malta must have a company secretary.

Although the Malta Business Registry offers the opportunity to the shareholders of a Malta company to register a Malta company themselves, typically the shareholders engage the services of a corporate service provider in Malta or a Malta company formation agent.

Redomiciliation Of Malta Company 

A company formed and incorporated or registered under the laws of an approved foreign country, which is similar in nature to a company as known under the laws of Malta, may request the Malta Business Registry to be registered as continued in Malta, provided the laws of the foreign country so permit.

Similarly, a Malta Company can be redomiciled and continued under the laws of another jurisdiction. The process of outbound re-domiciliation is a complex process and should be synchronized with the registration requirements in the other jurisdiction to which the Malta company is being redomiciled.

FF International has assisted several companies to during their re-domiciliation to Malta. Our office has also assisted companies during the outbound re-domiciliation process. In the case of outbound re-domiciliation consideration should be given to exit tax.  FF International can provide full support during the re-domiciliation process:

• Advisory services on key aspects relevant to re-domiciliation
• Preparation and filing of all statutory documents with the Malta Business Registry
• Liaison with the Malta Business Registry
• Tax advisory services arising from the re-domiciliation process
• Liaison with Maltese tax authorities for the de-registration of the company
• Preparation and filing of accounts and corporate tax returns

Learn more on Corporate Tax Services

We Assist Clients in Setting Up Their Businesses in Malta

CONTACT US to request expertise advice on corporate & tax services in Malta

Registration of a Maltese company is a licensable activity in terms of Chapter 523. Whilst we can provide any type of advice on Malta company incorporation, the actual registration of the Malta company is carried out by our associate corporate services provider which is licensed by the Malta Financial Services Authority.