Incorporation Advisory & Articles of Association

1. What are the Memorandum and Articles of Association, and why are they so important?

Answer: The Memorandum & Articles of Association The Memorandum & Articles of Association (M&A) form the legal foundation of your Maltese company (comparable to the articles of association and statutes of a German GmbH). Externally, they govern the company’s precise corporate purpose with respect to the Maltese authorities; internally, they establish the rights and obligations of the shareholders and directors.

As part of our incorporation advisory services, we tailor the Memorandum & Articles of Association to your business model to prevent future amendments to the articles wherever possible and to firmly anchor your voting rights and profit distribution rights in a legally compliant manner.

2. Do I need a notary to incorporate a Limited in Malta, as is required in Germany or Austria?

Answer: No. In Malta, the formation of a company is not tied to a notarial system. Instead, incorporation is handled directly by the CSP via the submission of the constitutional documents (M&A) to the official registry of companies, the Malta Business Registry (MBR).

As a licensed Company Service Provider, Kresse Corporate is authorized to handle this entire process directly as your legal representative. You do not need to travel to Malta in person for the actual incorporation.

3. What is a "Shareholder Agreement" and when do I need one in addition?

Answer: While the official Memorandum & Articles of Association (M&A) in the Maltese business register are accessible to the public, a Shareholder Agreement (SHA) constitutes a strictly private agreement between the shareholders.

Such an agreement can be advisable as soon as multiple partners hold a stake in the company. It serves to govern sensitive matters confidentially, such as:

• Detailed pre-emption rights and transfer provisions (tag-along / drag-along rights).

• Specific non-compete clauses for departing shareholders.

• Precise severance payment provisions and procedures in the event of deadlocksDeadlock-Klauselnin voting procedures.

4. Can I also set up a Malta Limited as a single-member company?

Answer: Yes, that is easily possible. A Malta Limited can be established by a single shareholder (Sole Shareholder) who may simultaneously serve as the sole director (Sole Director).

A Single Member Company A single-member company in Malta is a special form of Private Limited Liability Company (Ltd) pursuant to Article 212 of the Maltese Companies Act. In addition to the general principles governing an Ltd, specific legal requirements apply to its formation and ongoing operation:

Requirement to qualify as a "Private Exempt Company":
A single-member company must strictly satisfy the statutory criteria of a Private Exempt Company:

• No corporate director (body corporate acting as director) may be appointed.
• No body corporate may hold shares or debentures unless its ownership structure is transparent.
• A maximum of 50 holders of debentures.

Specification of the Main Trading Activity:
The Memorandum of Association must explicitly specify a primary business object on which the operational activity of the company is principally concentrated.

Restriction on bodies corporate as shareholders:
If the sole shareholder is a body corporate (e.g., a holding company), that holding company itself must not be a single-member company (prohibition of nested single-member structures).

With regard to corporate officers and dual roles, the following applies: 

• Shareholder: Exactly 1 person (natural or legal person).
• Director: At least 1 natural person.
• Company Secretary: Mindestens 1 natürliche Person.
• Permitted dual role (Personalunion): Unlike ordinary Ltds, the law allows a private exempt company (and therefore a single-member company) to appoint the sole director as company secretary as well. A single individual can thus run the company entirely on their own.

5. What is the minimum share capital requirement, and does it need to be fully paid up immediately?

Answer: The statutory minimum share capital for a private limited liability company in Malta is 1.165 € (or the equivalent in USD or GBP). The major advantage of Maltese law: at the time of incorporation, this share capital only needs to be paid up to 20 % (i.e., around €240, or approximately €233 based on the statutory minimum) into a Maltese bank account for incorporation purposes.

For larger operational setups or holding structures, however, setting a higher share capital may be advisable for liability and reputational reasons. In our initial consultation, we will analyze the optimal capitalization structure tailored to your specific project.

6. How does the advisory process for corporate officers (Director vs. Company Secretary) work?

Answer: Maltese law strictly distinguishes between executive management and legal administration (corporate governance). A Limited company mandatorily requires:

1. At least one Director responsible for managing the business and representing the company externally.

2. One Company Secretary a corporate governance officer serving as a statutory compliance officer responsible for adhering to all filing deadlines, maintaining company registers and minutes, and handling official notifications to the Malta Business Registry (MBR).

As part of our incorporation advisory services, we structure this allocation of roles to align with your operational preferences while ensuring full compliance with stringent international requirements regarding the effective place of management (proof of substance) abroad.