Company Set-up and Administration
Private limited companies are by far the most common form of company incorporated in Malta. It may have the status of a public or private company. A limited liability company may be registered by the shareholders or their authorised agent. We at Dr. Kresse International Law Firm can carry out all necessary formalities for our clients.
The approval of the Registrar of Companies is required prior to setting up of a company. This is provided subject to the requirements indicated hereunder being satisfied. In the case of companies which are to operate in particular sectors, like in the I-Gaming and Financial Services sectors, a license of authorisation under the applicable laws and regulations will also have to be applied for and be granted by MGA (Malta Gaming Authority) or MFSA (Malta Financial Services Authority).
In the Financial Services area licenses are necessary for companies wanting to do business as credit institutions, insurance companies, investment firms and trustee companies.
Types of Malta Companies
Malta companies may take a wide variety of types, including mainly the following:
- Sole Proprietorship
- Limited Liability Company (private or public)
- Branch of an Overseas Company
- Protected Cell Companies/Incorporated Cell Companies/Recognised Incorporated Cell Companies – mainly in the fond and insurance sectors
- SICAV - Société d’investissement à capital variable – open ended investment vehicle
- Trust (wide variety)
- Foundation (private or purpose foundations)
The widest spread form of company by far is the private limited liability company, named Malta Limited or just Limited.
Maltese company law derives chiefly from civil or 'Roman' law, rather than common law. The Companies Act 1995 set up a new regime for commercial entities under the Registrar of Companies.
Why a Private Malta Limited?
Depending on the client’s business interests, there are various reasons for the incorporation of a Malta Limited, such as:
- The Malta Limited has a minimal capital requirement of (rounded up) Euro 1200, of which only 20% need to be paid up
- The company formation process in Malta is short; registration fees are low
- Your personal presence in Malta is not necessary; we can act as your representatives
- Subject to approval by the Registrar of Companies, you may choose any name for the company to be incorporated
- No withholding taxes, stamp duties or exchange control restrictions apply on distribution of profits from the Maltese Company to non-resident shareholders. Dividends can be expatriated without any restrictions
- Favourable Tax Refund system and full tax exemption on participating holdings
- Highest level of privacy protection
- Annual general and other meetings may be held outside Malta
A company is generally incorporated by at least two shareholders, but establishing a single member company is also possible in certain instances.
Shareholders may be individuals or corporate.
The share capital of a company may be denominated in any foreign currency. There is a minimum capital requirement amounting to Euro 1,165, regularly rounded up to either Euro 1,200 or 1,500 in private companies.
At least 20% of the issued share capital must be paid up. The share capital of the company must be remitted to a “company in formation” bank account with a local bank.
The Board of Directors can be composed of either foreigners and/or locals. The company must have at least one director. It is advisable that a company has one resident director.
It is the duty of the director(s) to ensure that the company secretary has the requisite knowledge and experience to discharge this function.
A company is to appoint a Company Secretary responsible for keeping the statutory books. No company may have:
- As company secretary its sole director, unless the company is a private exempt company
- As sole director a body corporate, the sole director of which is company secretary to the company
Directorship and Company secretary services are offered by our firm.
Every company registered in Malta must have a registered office in Malta. The registered office of a company may be situated at the office of Dr. Kresse International Law Firm.
Every company must hold in each year a general meeting as its annual general meeting in addition to any other meetings to be held during that year.
Annual returns (AR) are to be filed annually by all companies. Annual returns must be filed with the Registrar of Companies accompanied by a payment depending on the authorised share capital of the Company. We offer the filing of the AR for our clients.
A company’s financial statements must be drawn up in accordance with the provisions of the Companies Act, 1995. This requires all companies to maintain proper books of accounts giving a true and fair view of the state of the Company’s affairs and explaining its transactions.
The financial statements have to be audited by a Certified Public Accountant and Auditor. The audited accounts of a corporation form the basis of the tax computation.
Our consulting arm, KME Consulting, offers accounting, tax and audit services in cooperation with a Maltese accounting and auditing company which belongs to our network.
The following information and documentation will be needed in order to incorporate the company:
- 1. Company Name
Three names in order of preference must be provided so that an application may be made to the Registrar of Companies for approval.
- 2. Principal Activities
Details of the main business activity of the company must be provided in order to formulate the objects clause of the Memorandum of Association.
- 3. Shareholders
- 3.1 In the case of an EU shareholder:
If the shareholder is an individual a certified copy of his passport is required.
If the shareholder is a legal person one of the following is required:
- a certified copy of the memorandum and articles of association of such company (latest version required) or
- a certified copy of a good standing certificate of the company, or the certificate of incorporation of such company.
3.2 In the case of a Non-EU Shareholder:
Besides the above listed documents a full bank reference (from an established bank) addressed to the MFSA is required
- 4. Directors
A certified copy of the director’s passport is required if such person is a natural person or one of the documents listed above if such director is a legal person.
- 5. Additional Information
Additional information from each director and shareholder may be required e.g. police conduct.
Requirements for the Opening of a Bank Account in Malta
Regularly a bank would, among others, typically ask for the following documents:
- A duly filled in Know-Your-Client (“KYC”) form
- Completed Account Opening Form
- Copy of Memorandum and Articles of Association with Certified Copy of Certificate of Registration
- Identification documents for all directors, beneficial owners and secretaries (for confirmation of the permanent address of foreign directors, signatories or shareholders an original certified copy of a utility bill may be required)
- Bank references on all foreign directors, signatories and beneficial owners
Why choose Kresse International as your partner?
We offer a full and multidisciplinary service for our international, mainly German speaking clients, including:
- Advise in German language on the appropriate type of company to choose
- Individually structured Memorandum and Articles according to the client’s specific needs
- Representation on the ground in Malta including property related advice
- Consulting & Supporting with
- setting up a new company/tax unit structure or
- purchasing an existing shelf company
- Creation of shareholder agreements
- Support with drafting employment and client contracts
- Tax compliance advise (Income & property taxes, VAT, International taxation, Double taxation treaties)
- Legal and business advisory services in all company related areas
- Cooperation with Maltese Accountants, Auditors, Notaries & Company Service Providers, e.g. for accounting, auditing, specific tax advice and related company services via our network of local and international experts.
- Malta Residency Services including all Residence Programmes for clients (shareholders, partners, directors and employees)
Since 2001, Dr Kresse has been admitted and registered as a German Lawyer at the Berlin State Bar. The State Bar is the regulatory authority in the EU jurisdiction of Germany, which issues the registration/authorisation to provide all kinds of legal services including the provision of company and consulting related services.
Furthermore, Dr Kresse is in possession of a warrant to practice the legal profession of advocate in Malta, registered with the Malta Ministry of Justice (without faculty to plead before any court in Malta) since 2013.