Corporate Law

1. What is the most common corporate vehicle in Malta for foreign founders?
Answer: For over 95% of all international business models and law firm setups, the Private Limited Liability Company (Ltd.) – comparable to the German GmbH or the Austrian GesmbH – is the legally and tax-wise optimal choice. It offers a clear limitation of liability to the company's assets, can be structured flexibly (e.g., through different classes of shares), and qualifies fully for the attractive Maltese tax system, including the 6/7 refund and the tax unit.

2. Is it mandatory to involve a Maltese citizen for the incorporation or management of the company?
Answer: No,Shareholderand managingDirectorsof a Malta Limited can be 100% foreign nationals or foreign legal entities (e.g., a German holding GmbH).

Caution from a tax perspective: From a corporate law standpoint, you are permitted to appoint the company entirely from abroad; however, in order to secure the company’s indisputable tax residency in Malta, the actual place of effective management must verifiably be located in Malta. We provide legal counsel on structuring your corporate bodies (board) in a legally robust manner that ensures sufficient substance.

3. What has changed as a result of the recent statutory amendments at the Malta Business Registry (MBR)?
Answer: Maltese corporate law has been substantially tightened within the framework of transposing the 6th EU Anti-Money Laundering Directive. Since July 2026, the Malta Business Registry (MBR) has been applyingMalta Business Registryrigorous scrutiny, particularly regarding beneficial ownership transparency and compliance verification. Register der wirtschaftlich Berechtigten (Register of Beneficial Owners) an.

Unrestricted public access is a thing of the past for data privacy reasons. Access is now granted only to those who can demonstrate a recognized regulatoryLegitimate Interestin combating money laundering. Concurrently, the law now mandates (via the new Form BO4) that companies proactively verify whether individuals behind the scenes—beyond purely formal shareholders—exercise factual control over the company. Our law firm conducts these compliance reviews for your corporate setup.

4. Can shareholder and board resolutions be adopted digitally?
Answer: Yes. Maltese corporate law is modern and caters specifically for internationally active founders and digital nomads. When we tailor the articles of associationArticles of Associationwithin the scope of our incorporation advisory, both board meetings of directors and general meetings of shareholders can be conducted fully virtually (via videoconference), and resolutions can be validly adopted using recognized digital signatures.

5. What is the legal procedure for a share transfer (Transfer of Shares)?
Answer: A share transfer in Malta does not require an appointment before a civil notary, but it is subject to a strict formal procedure with the MBR. The transfer is executed via a Share Transfer Deed Instrument of Transfer. Subsequently, the altered shareholding structure must be submitted to the registry using official statutory filings (Form T). Additionally, a tax clearance (Inland Revenue Clearance) must be obtained in parallel to demonstrate whether stamp duty (Duty on Documents) is incurred or whether exemptions (e.g., in the case of pure group reorganizations) apply. For share transfers, we routinely involve our Maltese tax specialist.

6. What happens when a project comes to an end? How difficult is it to dissolve a Maltese company?
Answer: Previously, the voluntary liquidation of a Malta Limited was a protracted and costly process, often taking well over a year. Through recent reforms to the Companies Act, Companies Act however, an expedited procedure has been introduced: the simplified liquidation procedure.

However, this procedure applies only if a company has verifiably ceased active trading for at least six months, is debt-free, and has no pending litigation. In that case, the directors can apply for strike-off under the expedited procedure. Following a three-month objection period for creditors, the company is swiftly struck off the register. This ensures a clean and predictable exit scenario for entrepreneurs.