Malta Company

Incorporation

Corporate matters in Malta are governed by the Companies Act. The corporate documents for Maltese companies are prepared in the English language. The incorporating document is the Memorandum & Articles of Association. The Memorandum establishes the company and sets out the officers, objectives and the authorised and issued share capital of the company. There are initial and annual registry fees to be paid on the value of the authorised share capital. The Articles set out the internal regulations of the company such as the procedure for share transfers and for directors’ and shareholders’ meetings.

Shares and Share Capital

The share capital can be denominated in any of the major currencies and the minimum share capital is €1,200 or equivalent. Shareholders can be individual or corporate. Single member companies are possible with the only restriction being that a corporate entity cannot act as a director of a single member company, however more commonly companies are set up with at least two shareholders. Bearer shares are not permitted by law. The shares in Maltese companies can be held by a nominee or trustee. Only trustees licensed under the Trust & Trustees Act by the MFSA can hold shares in Maltese companies in the capacity of trustees or nominees if the shares are held as part of a professional service. Shareholders have a statutory obligation to hold at least one Annual General Meeting.

Directors

The minimum number of directors appointed to the Board of Directors is one and a director can be a corporate entity (except for single member companies) or an individual and of any nationality. Directors have a statutory obligation to hold at least one annual Board Meeting. Maltese companies must have a Company Secretary who is appointed by the board of directors. A Company Secretary must be an individual and can be of any nationality.

There are no thin capitalisation or transfer pricing rules in Malta. The reporting currency is the same as the currency in which the share capital is denominated. This is normally taken to be the currency in which the majority of the assets are held or in which the greater part of the activity is conducted.

Audit

The Income Tax Act imposes an independent audit requirement for every company registered in Malta. Malta companies must file a tax return and the audited financial statements are filed with the Inland Revenue and the Registry of Companies. The financial statements and details of the officers and share holders of the company are public information.

Migration

Malta has enacted company continuation rules meaning that companies can re-domicile to and from Malta. Under Malta’s merger regulations it is also possible to perform cross border mergers and divisions.

Year End

The financial year end of a Malta company, for the purposes of the preparation of its financial statements as well as its tax reporting, is normally the calendar year end.

Finance Malta