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Company Registration Malta- An Overview

Malta is an island located in Southern Europe. The capital of Malta is Valletta, and the largest city is St. Paul's Bay. An excellent and tranquil country with a primarily English-speaking population, it is a catch for investors worldwide. There are a lot of profitable opportunities in Malta that attract different investors to carry out business.

Setting up a company in Malta is hassle-free, as only one shareholder and one director are required to incorporate a company. There is no need for a resident director or shareholder to start a company in Malta. As an added advantage, a company has the option to register with EU VAT, which enables different types of incentives for running and operations of the business.

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Benefits of Company Registration in Malta

The benefits of Company Registration in Malta are as follows:

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Corporate Tax Benefits

Prima facie, Malta's corporate tax rate is 35% on trading profits. However, it is one of the jurisdictions with the lowest net effective corporate tax rates in the European Union. Under the Malta Tax Refund System, eligible shareholders may claim a refund of a portion of the tax paid after dividend distribution. In many cases, non-resident and non-domiciled shareholders can recover 6/7th of the tax paid on trading income, reducing the effective tax rate to around 5%. Passive income may qualify for a 5/7th refund, resulting in an effective tax rate of approximately 10%. Companies may also claim eligible tax deductions to further optimize their tax position.

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Lower Entry Barrier for Registration

Malta allows foreign individuals and overseas companies to establish a company with 100% foreign ownership. The minimum paid-up capital required is only €245, and the company registration fee is relatively low, making Malta an attractive destination for international entrepreneurs and investors.

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Double Taxation Avoidance Treaties

Malta has signed more than 70 Double Taxation Avoidance Agreements (DTAAs), helping businesses avoid double taxation on cross-border income and making the jurisdiction more attractive for international investment.

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Geographical Advantage

Located in the Mediterranean Sea, Malta enjoys a strategic position between Europe and North Africa. Its proximity to major European capitals makes it an ideal base for businesses engaged in international trade and regional operations.

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Visa-Free Access within the Schengen Area

As a member of the Schengen Area, Malta allows visa-free travel to other Schengen countries, making business travel and regional mobility significantly easier for eligible individuals.

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Cultural Diversity

English is widely spoken in Malta, and the country has a multicultural environment that attracts professionals and investors from around the world. This diverse business ecosystem creates greater networking and commercial opportunities.

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Exemption on Duty on Documents

Malta provides exemptions from duty on documents for certain transfers of shares and increases in share capital, helping businesses reduce transaction costs and improve operational efficiency.

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Mediterranean Climate

Malta enjoys approximately 365 days of sunshine each year, offering a pleasant Mediterranean climate that is considerably milder than many Northern European countries, making it an attractive place to live and do business.

Documents for Company Registration in Malta

The following Documents are required for company formation in Malta:

Memorandum of Association

Articles of Association

Form BO1

Evidence of paid-up share capital (bank advice slip showing the name of the company in formation)

Identity proofs (passport or ID card copies) of directors, secretaries, shareholders, and other company officers

Certificate of Good Standing for foreign directors and shareholders (where applicable)

Beneficial Owner Form

Satisfactory bank references for non-EEA resident shareholders

Cheque for the registration fee

Certified copies of all required documents by a notary or lawyer

Other forms and documents required by the Registrar's Office

Certified copy of the charter, statutes, Memorandum and Articles of Association, or other constitutional documents of the overseas company

Certified English or Maltese translation of constitutional documents (if originally in another language)

List of directors, secretaries, or authorized representatives with names, residential addresses, nationality, and occupations

Trade name of the Malta branch (if different from the parent company)

Address of the branch office or principal branch in Malta

Description of the business activities to be carried out in Malta

Name and address proof of the resident individual authorized to represent the Malta branch

Details of the authority granted to authorized representatives

Return containing the legal form of the overseas company and details of the foreign company register where it is registered

Eligible Business Structures under Company Registration in Malta

There are primarily 3 types of business structures in Malta. Following are the business structures that entrepreneurs can adopt in Malta:

Single Member Company-

A single-member company in Malta can be formed either via route of incorporation or through acquiring all the company shares by one person. In order to qualify as a single member company, the entity must fulfil all the rules of a private exempt company. A private exempt company is a private limited company where the following clauses have been mentioned in the memorandum and articles of association:

  1. The persons who are holding the debentures in a company should not be more than 50 in number;
  2. Nobody corporate can be a holder or have any interest in any of the shares and debentures of the company and a director of the same company; and
  3. Neither the company nor its directors can be a party to an arrangement where the company's policies are determined by persons other than the directors, members or debenture holders of the same company.

Partnership-

A partnership in Malta is a unique entity with its own separate legal personality distinct from its partners. Moreover, a Maltese partnership is capable of owning and holding property under its own name. Further, it can also sue or be sued under its own name.

There are 2 types of partnerships that exist under the Maltese, viz. General partnership (en nom collectif)and Limited Partnership (encommandite).

  1. General partnership(en nom collect if): A General partnership is one whereby two or more persons come together to undertake any commercial activity to make and share profits amongst themselves.
  1. Limited Partnership (encommandite):A limited partnership in Malta needs to have at least 2 partners; at least one of them shall be a general partner with unlimited liability. If there is more than one general partner, they have joint and several liabilities. Limited Partnerships also need at least 1 limited partner who agrees to contribute a certain amount of capital to the partnership.

Limited Liability Companies-

Malta's most famous form of business structure is a Limited Liability Company (LLC). Following are the two types of LLCs in Malta:

  1. Public Limited Liability Companies: The Public Limited Liability Companies in Malta have the option of raising capital by offering securities in the form of debentures and shares to the general public. In order to raise capital from the public, these companies are required to get themselves registered and issue a prospectus for the same. The minimum Authorised share capital required to incorporate a Public LLC is forty-six thousand and five hundred and eighty-seven euros and forty-seven cents (46,587.47). This amount should be subscribed to by at least 2 persons.
  2. Private Limited Liability Companies: A Private LLC in Malta, on the other hand, is not permitted to invite the public to subscribe to its shares and debentures. The minimum Authorised share capital required to incorporate a Private LLC is one thousand and one hundred and sixty-four euro and sixty-nine cents (1,164.69). This amount should be subscribed to by at least 2 persons.

Overseas Company

An overseas company is a corporate body that has been incorporated outside Malta. An overseas company wanting to establish and carry out economic activities in Malta has to register itself with the Registrar of Companies in Malta within one month of establishing a branch or place of business in Malta.

Procedure for Company Registration in Malta

An applicant going through the process of company registration in Malta has to follow the procedure mentioned below:

  • Choosing anappropriate Business Structure for the company
  • Choosing and reserving the desired NAME for the company
  • Determination of Authorised share capital, Issued share capital, Officers of the company, Registered address and Duration of the company.
  • Preparing the required DOCUMENTATION for the incorporation
  • Obtaining a Certificate of Registration
  • VAT Registration of the Company
  • Post Incorporation Formalities

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What are the Types of Business Structures for Company Registration in Malta?

The different types of business structures for company registration in Malta are as follows:

Private Limited Liability Company (Private LLC)

A Private LLC is the most popular business structure for company registration in Malta. It requires a minimum of two shareholders and allows up to 50 members. These companies cannot offer shares or securities to the public and are suitable for SMEs and privately owned businesses. Certain qualifying entities may register as Private Exempt Companies with specific regulatory exemptions.

Public Limited Liability Company (Public LLC)

A Public LLC is designed for businesses planning to raise capital from the public. It can issue shares and debentures to investors and is generally preferred by larger companies seeking expansion, public investment, or stock exchange listing.

Single-Member Company

A Single-Member Company is owned by one individual or corporate entity. It can be incorporated as a single-member company from the beginning or become one if a single shareholder acquires all the company's shares. This structure is ideal for solo entrepreneurs seeking limited liability protection.

Overseas Company (Branch Office)

An Overseas Company is a foreign company that establishes a branch office in Malta. Such companies must register the branch with the Registrar of Companies within one month of establishing operations in Malta while continuing to operate under the parent company's legal identity.

General Partnership (En Nom Collectif)

A General Partnership is commonly used by small and medium-sized businesses. All partners jointly manage the business and have unlimited personal liability for the debts and obligations of the partnership.

Limited Partnership (En Commandite)

A Limited Partnership consists of at least one general partner with unlimited liability and one or more limited partners whose liability is restricted to their investment. The general partner manages the business, while limited partners generally do not participate in day-to-day management.

Frequently Asked Questions on Company Registration Malta

If all the Documents are in place and the Office of the Company Registrar is satisfied, the registration process normally lasts 5-10 days.

Registration of a company in Malta depends on the company's share capital, and it can vary between €245- €2250.

The Registrar of Companies in Malta is responsible for registering and incorporating companies in Malta.

Malta Business Registry is responsible for the registration of partnerships and legal entities, registration of Documents related to commercial partnerships, certificates of good standing, reservation of names for the companies, collection of the registration fee, publication of notice and imposition of penalties. It is also responsible for conducting the investigation and keeping the company and partnership registered.

The rate of VAT in Malta has been set at 18%, which is applicable to a company registered as a trading entity and not as a holding entity.

A MaltesePrivate Limited Liability Company requires a minimum of 2 shareholders, at least 1 director, and 1 company secretary at the time of incorporation.

Yes, foreign Companies have to appoint at least one resident national of Malta who shall be representative for all its acts done in Malta.

Maltese companies have to pay corporate tax at the rate of 35% on the profits made from trading activities in Malta. However, companies whose owners are not resident and domiciled in Malta can claim a refund of 6/7th the applicable tax rate of 35%, which brings down the net effective tax rate to 5% if the profits are made from trading activities. Where profits are derived from passive nature, the net effective tax rate is 10%.

The benefits of registration of a company in Malta include a lower corporate tax rate, the Lower entry barrier for registration, Double Taxation Avoidance Treaties, geographical advantage, Exemption on duty on Documents, a Visa-free zone, a Mediterranean climate and cultural diversity, among others.

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