The following is a set of frequently asked questions compiled by The Incorporation Specialist team in Malta related to the Malta jurisdiction. This material is provided for informational purposes and should only be used in conjunction with our guidance. For further information do not hesitate to contact us on email@example.com.
Which legal systems are used in Malta?
Malta uses a mixed jurisdiction.
Which is the governing legislation?
The legislation can be found here: Chapter 386 of the Companies Act.
Are there any restrictions on Malta company activities?
There are very few restrictions; some activities such as gaming and financial services require a license.
How long does it take to incorporate a Malta company?
Normally it takes around 48 hours once all required documents and information are provided.
Are inward and outward redomiciliation allowed?
Yes they are, normally in the form of branches (overseas companies) or continuation of companies.
What information is held on a public record in Malta? The public information includes details of all the parties – identity number, nationality, residential address. Financial statements can be bought by anyone who has an account with MFSA. However, anything related to banks, such as mortgages and bank statements are not made available.
Are there any restrictions on choosing the company’s name?
No; however this cannot be similar to an already existing company name.
Can the company’s name be in any language?
Yes, as long as the standard English alphabet is used, any name can be suggested.
Which limited liability designations are allowed for Malta companies?
Malta Co Ltd, Malta Company Limited, Co Limited, Company Ltd, Ltd, Limited.
In which currencies can the initial share capital be denominated?
The typical currency used is the Euro (€) however any currency is accepted.
What’s the minimum share capital of a Malta company?
€1,200 with at least 20% paid up upon subscription.
Are bearer shares allowed in Malta?
Bearer shares are not allowed in Malta however one can protect his/her identity via corporate shareholders or through licensed fiduciary or nominees. Otherwise there is the possibility to incorporate a two-tier structure: Malta Trading Company and a Holding Company inside or outside of Malta, where the holding will be the shareholder of the trading and thus, benefit for Malta’s tax refund mechanism (for an effective tax rate of 5%).
What is the minimum number of shareholders for a Malta company?
One, can be an individual or corporate shareholder.
What is the minimum number of directors?
Are local directors required?
No, however we advise to appoint a Malta director if you want to confirm effective management and control in Malta.
Are corporate directors allowed?
Yes, as long as the company has more than one shareholder, in that case, we put a second shareholder with one share having no voting rights and no rights to dividends.
Is a company secretary mandatory?
Yes, it can be anyone, but not a corporate secretary.
Can the same person act as a sole director, secretary, and a shareholder in Malta?
Yes, it will be a single-member private exempt Malta company.
Can director meetings and shareholder meetings of a Malta company be held anywhere and/or by teleconference?
Is an annual general meeting of shareholders of a Malta company required?
Yes. The first AGM should be held a year after the company’s incorporation and the maximum time interval between AGMs is one year.
What company records are required to be held at the Maltese registered office by law?
Constitutional company documents, bookkeeping files and financial statements, VAT returns, and tax returns.
But is it possible to maintain the statutory records outside the Maltese registered office? If yes, do any conditions apply?
Yes, as long as these are made available upon request.
Is the preparation of financial statements (audit) required by law in Malta?
Yes, statutory audits are required annually irrespective if the company trades or not.
Is an annual return required to be filed with the Registrar of Companies?
Yes and annual fees depend on the company’s share capital. Normally €100 for minimum share capital, going up to €900 for a company with a share capital of €1,000,000.
Is a Malta company subject to corporate tax?
Yes. This is paid annually based on the company’s profit. The corporate tax rate in Malta is 35%. However when a company has foreign shareholders they are eligible for a 30% tax refund. This results in a tax rate of 5%.
Is a Malta company required to register for VAT (Value Added Tax)?
This depends on the company’s activity. If the company is trading then yes. Holding companies do not need to register.
Are dividend distributions subject to withholding tax in Malta?
Non-residents are not subject to withholding taxes on dividends. Dividends will be distributed after the corporate tax is paid however, as explained, 30% will be refunded back to shareholders. No further taxes will be due by shareholders on such dividends as long as the dividends are maintained in Malta. If such dividends are remitted to another country, adopting a higher rate, then such remittance will be taxed with the percentage difference.
Which countries have signed double tax treaties jurisdiction with Malta?
Please visit the following link on MFSA’s website.
Which are the most common uses for a Malta company?
Malta is mainly used for trading and holding companies.