Company Incorporation in Malta. Service offer

The share capital of a private limited liability company can be denominated in any convertible currency. The minimum authorized and issued share capital is EUR 1 165, not less than 20% of which shall be paid up on the signing of the company’s memorandum – to a local bank account (or a specialized account of a local lawyer).

Maltese companies normally require two shareholders, individuals or corporations of any nationality or residence. A private exempt company may have just one shareholder. Such single member company must specify in the objects clause of its memorandum the activity which will constitute its main trading activity, and the company’s business must consist principally of that activity.

Shareholders’ details are disclosed to the local agent and appear on the public file.

Technically, the incorporation of a new Maltese company in the register takes 1 business day. But in practice, together with bank account opening, share capital depositing, tax registration of the company and shipment of documents, the whole process takes about 1 month.

In order to proceed with Maltese company formation, we require the following documents for each director, shareholder/UBO:

• Two reference letters: one from a bank, the other from an independent professional practitioner (attorney at law, lawyer, auditor, or notary);
• Proof of address (utility bill);
• Clean criminal record certificate. The Russian Ministry of Internal Affairs has a special form for it. We require the original certificate + its notarized translation. We can do the translation and arrange for notarial certification, the costs - 60 USD;
• Questionnaire completed by the UBO;
• Copy of international passport; and
• CV.

After all the above documents have been provided and the fees for the services paid, incorporation begins.

1. Reserve the company name on the website of the Companies Registry;
2. Draft the memorandum and articles of association;
3. Deposit the paid-in share capital;
4. Register the company at the Companies Registry – The following documents are submitted to the Companies Registry in order to incorporate a company: 1. Confirmation of name reservation; 2. Signed memorandum and articles of association; 3. Confirmation of deposit of share capital; 4. Copy of the passport/ID of each shareholder, director and company secretary;
5. Obtain a trade license – 15 days: all businesses need to apply for a Trade License from the Trade Licensing Directorate;
6. Obtain a company’s Tax Identification Number (TIN) – 7 days: the company’s certificate of incorporation is needed in order to obtain the TIN; and
7. Register for VAT (if necessary).

Upon completion, the client receives the following set of documents:

• Certificate of incorporation (original and an apostilled copy);
• Memorandum and articles of association (original and an apostilled copy);
• Share certificates.

A Maltese company is subject to tax on its profits at the rate of 35%.

When the company pays a dividend to its shareholder, no withholding tax or further tax is due on the dividend. Moreover, under the new tax refund system introduced in January 2007, a tax refund is applicable upon the distribution of profits where the tax thereon has not been reduced by double taxation relief.

Therefore the shareholders of a Maltese company may claim a refund of part of the tax (and in some cases all of the tax) paid by the company. The extent of the refund depends on the nature and source of profits. The law provides for 4 types of refunds depending on the nature and source of the profits:

• 6/7ths refund – refund of 30% of 35% tax producing an effective tax liability of 5%. This is the typical refund due on trading profits;
• 5/7ths refunds (refund of 25%) due in respect of passive interest and royalties;
• 2/3rds refund due where the company has claimed double taxation relief; and
• 100% refund due where the profits derive from a Participating Holding (profits received from equity shares held by a Maltese company in a foreign company).

Every Maltese company must prepare and submit to the Registrar its annual accounts. The accounts must be laid for approval before the general meeting of the company within 10 months after the end of the relevant accounting reference period and then, accompanied by the auditors’ report and the directors’ report, be delivered to the Registrar within 42 days from the end of the 10-month period for laying of annual accounts.

Exemption from audit is granted to private companies which in their balance sheet dates do not exceed the limits of two of the three following criteria:

• a balance sheet total is EUR 46 587.47;
• turnover is EUR 93 587,47;
• average number of employees is 2.

Such companies may draw up abridged balance sheets, abridged layout of profit and loss account and abridged notes to the accounts.

In addition to income tax, account should be taken of VAT related matters. VAT is imposed on the supply of goods and services in Malta, the acquisition in Malta of EU goods and the import of goods into Malta from outside the EU. A company is required to register for VAT if the turnover of goods and services exceeds EUR 7 000 in a calendar year.

[1] The fees are valid as of March 2023.

[2] The fees for preparing annual accounts, income tax return and quarterly VAT returns depend on the volume of business, number of documents, type and complexity of transactions and are determined based on the time spent according to the type of work and qualification of a GSL Law & Consulting specialist involved.

[3] The postal address is in Hong Kong.