Malta – International Holding Company

Malta Key Points

• Timescale: Your company will be incorporated in 1 week
• Director: One director of any nationality is required
• Shareholders: Two shareholders required of any nationality, either individuals or corporate bodies
• Share Capital: The share capital requirement is €1,200
• Accounts: No requirement to file accounts or financial statements
• Support: Using our 20 years experience, we guide you through every step of the company formation process

Company Registration

A limited liability company is the most common form of business in Malta.

The memorandum of association is entered into and subscribed by at least two persons and a certificate of registration is issued by the Registrar of Companies.

Private Company

The memorandum of association is accompanied by the articles of association, which is a document which prescribes the internal regulations of the company.

If articles of association are not registered, it is assumed that the model articles of association found in the First Schedule to the Companies Act have been adopted.

A private company is a company that must in the memorandum or articles:

• Restrict the right to transfer its shares
• Limit the number of shareholders to fifty
• Prohibit any invitation to the public to subscribe for any shares or debentures of the company

Memorandum and Articles of Association

The Memorandum of Association must specify the objects for which the company is incorporated and include:

• The company name
• The company’s registered office in Malta
• The objects of the company
• The name and address of each of the subscribers
• The amount of authorised share capital
• The number of shares taken up by each of the subscribers and the amount paid up in respect of each share and, where the share capital is divided into different classes of shares, the rights attaching to the shares of each class
• The number of the directors, the name and address of the first directors and, where any of the directors is a body corporate, the name and registered or principal office of the body corporate; the manner in which the representation of the company is to be exercised, and the name of the first person or persons vested with such representation
• The name and address of the first company secretary
• The period, if any, fixed for the duration of the company
• In respect of each shareholder, director and company secretary, the number of an official identification document should also be given
• The total amount or an estimate of all the costs payable by the company or chargeable to it by reason of its formation up to the time it is authorised to commence business, and of all the costs relating to transactions leading to such authorisation
• A description of any special advantage granted, prior to the time the company is authorised to commence business, to anyone who has taken part in the formation of the company or in transactions leading to such authorisation

The memorandum and articles, if any, must be delivered to the Registrar of Companies who, being satisfied that all the requirements of law have been complied with, shall register them.

A Malta company comes into existence from the date of registration on the Certificate of Registration.

Company Taxation

Malta is a member of the EU and is therefore an attractive jurisdiction with low taxation for non-resident taxpayers.

Malta’s tax system is designed to:

• Promote international investment in Malta
• Support the development of financial services in Malta
• Ensure that company profits are not taxed twice – i.e. at company and again at shareholder level