Malta | Company Registration

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Malta | Company Registration

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The Republic of Malta (Repubblika ta' Malta) is an island in the central Mediterranean Sea, south of Sicily. In 1964 it gained independence from the United Kingdom and left the British Commonwealth of Nations.

Territory - 316 sq. km.
Population 397,499 people (July 2002)
Capital - Valletta
The official languages of Malta are Maltese and English
Legislation is based on the principles of common and civil law
The national currency of Malta is the euro (EUR).

Company law

Companies Act — Companies Act, Chapter 386 (Act XXV of 1995)

Company type

International Trading Company (hereinafter - the Company) - International Trading Company.
Investment fund - SICAV (Societe d'investissement a capital variable).

Permitted activities

Commercial activity.
Investment activity.

Prohibited activities

Non-resident companies are prohibited from carrying out commercial transactions with residents of Malta. Banking, insurance and reinsurance, and trust services are prohibited.

Registration time

2 weeks from submission of all required documents.

Possibility to purchase ready-made companies

None.

Company name

It must not be identical or similar to an existing name.
The name must end with the word 'Limited'.

Documents required for registration

Memorandum of incorporation, articles and incorporation agreement of the company (Memorandum & Arcticles), confirmation of payment of the minimum share capital.

Minimum share capital

Share capital consists of shares contributed by the shareholders (owners) of the company to the total capital. It may be expressed in cash or property. Property may be an asset with a real market value. Intellectual property may also be contributed to the company's founding capital provided that the rights to such property may subsequently be transferred to third parties without restrictions. The value of property represented by real estate and contributed to the company's share capital must be confirmed by a licensed auditor, but may be understated at the contributor's discretion.
   - Minimum authorised share capital - 2,000 Maltese liri
   - Minimum paid-up share capital - 150 Maltese liri
At least 20% of the share capital must be paid up. If at least one of the shareholders (partners) of the company is a non-resident, the authorised capital must be at least 10,000 Maltese liri, and 15% of the total amount must be paid up at the time of registration.

Possibility of issuing shares

Only registered shares with nominal value are issued. Bearer shares and shares without nominal value are prohibited.

Shareholders

Company shareholders may be legal entities or individuals resident in any country of the world. The minimum number of shareholders is two. If one person becomes the shareholder of a private company, liability for payment of debt or compensation of losses will be unlimited and will extend to all assets of the shareholder.

Directors

Company directors may only be individuals resident in any country of the world. The minimum number is one director, who has all powers except those reserved exclusively for shareholders, as determined by the memorandum, company charter and/or law.

Holding a meeting of shareholders / directors

An annual meeting of shareholders (owners) is required. The place and time of the meeting are chosen by the shareholders themselves. The validity of the general meeting of shareholders is confirmed by the presence at the meeting of all shareholders (owners) of the company. For joint-stock companies, a shareholders' meeting must be held within the first 6 months after the end of the financial year.

Financial accounting requirements

Each company must keep current accounting records showing all transactions carried out by the company during one financial year. The accounting records contain continuous daily records of all amounts received or paid, records of the amount of liquid assets, the size of shareholders' interests and their total amount. The records must be kept at the stated registered office and must be available to the financial control authorities. Joint-stock companies must conduct an annual audit.

Documents kept at the registration office

Register of shareholders and directors, copies of incorporation documents, financial statements.

Taxation

The company pays 35% tax on net profit. However, if the company's shareholders are non-residents of Malta, gross dividends paid are taxed at 27.5%, taking into account tax already paid at the domicile. Non-resident shareholders are refunded 2/3 of the amount of profit tax paid. As a result, the net profit tax rate is 4.17%.
The registration fee on share capital and the annual fee are:

Share capital, Lm Registration fee, Lm Annual fee, Lm
up to 5,000 200 15
5,000 - 49,999 100 + 6 for each additional 1,000 Lm 100
15,000 - 99,999 100 + 6 for each additional 1,000 Lm 300
100,000 - 499,999 116 + 1 for each additional 1,000 Lm, but max. 573 200
150,000 and more 116 + 1 for each additional 1,000 Lm, but max. 573 100

Company bank accounts

The law does not restrict the company in its choice of banks and the countries where they are located, or the total number of accounts required for its own commercial needs. The law provides confidentiality of information about the company’s banking transactions.

Foreign exchange control

It exists, but is formal in nature.

Double taxation agreements

Australia, Austria, Belgium, Bulgaria, Canada, China, Finland, France, Germany, Hungary, India, Italy, Libya, Luxembourg, Netherlands, Norway, Pakistan, Sweden, Poland, United Kingdom, USA.