Corporate Law

Areas of Expertise

Corporate law is a fundamental part of our practice.  Compliance with all aspects of company law and regulation is fundamental for all organisations.  We assist in every aspect of the process: from helping in choosing the better suited business vehicle to assisting in achieving the exit strategy.

Corporate Law

Limited Liability Company

Click for further information on ltd companies
Type
Private limited liability company – (‘Ltd’ or ‘Limited’)
Regulator
The Registrar of Companies at the Malta Financial Services Authority
Governing legislation
Companies Act (Chapter 386 of the Laws of Malta)
Name of Company
Names which are similar to previously registered companies will not be allowed.  A search may be conducted for prior registered companies and the chosen name may be reserved in favour of the prospective applicant.
Shareholders
Minimum One (1) – in such a case the company will be deemed to be a single member company
Maximum Fifty (50).  Companies having more than 50 shareholders must be setup as public liability companies (plc).  For further information about plc, please click here.
Share-capital
Minimum €1,165.

At least 20% of the share capital must be paid up and evidence of this is to be provided prior to incorporation of the company.  This is typically done by depositing such amount in a ‘company in formation’ bank account provisionally opened in the name of the company.

Maximum n/a
Currency Any currency that is legal tender in Malta.
Classes of

Shares

Allowed
Redeemable

Preference Shares

Allowed
Offers

to the Public

Not Allowed
Directors
Minimum One (1)
Maximum No limit is set
Local

Presence

Not required although a level of presence in Malta is recommended due to tax related matters
Company Secretary
Number One (1)
Local Presence Not mandatory but this is recommended for operational reasons.
Other conditions If the company has only one director, the company secretary must be a different person (unless the company is a single member company).
Incorporation Process
Due diligence process A due diligence process must be undertaken in line with industry practice
MAA A memorandum and articles of association (‘MAA’) must be entered into and signed by the founding shareholders.  The MAA must be deposited to the Registrar of Companies at the incorporation stage.
Supporting Documentation Evidence of share capital deposited

Identification documents

Registration

Fee

A registration fee must be paid prior to the incorporation of a Maltese company.  The fee is calculated on the basis of the authorised share capital and ranges from € 245 to a maximum of € 2,250.
Registration Certificate The date of incorporation is usually the same day on which the documentation is submitted satisfactorily to MFSA.
Meetings
Board of Directors At least once every year.
Shareholders At least once every year (annual general meeting)
Annual Statutory Requirements
Annual

Return

To be submitted to MFSA annually on the incorporation anniversary date
Annual Fee Annual registration fee is to be paid to the MFSA on each anniversary date.  The fees depend on the authorised share capital of the company
Financial Statements Annually

To be filed by no later than the date falling 10 months (and an additional 42 days) after the accounting reference date

Tax Return Annually

Filing date depends on accounting reference date.  If company has a accounting reference date of 31 December – the tax return must be filed by 30 September of the following year.

Accountancy Requirements
Financial Statements Required
Auditor Required
Accessibility of Accounts Financial Statements are accessible physically at the Registry of Companies and electronically through the website maintained by the Registrar of Companies.
Registration of Changes
Any changes to the corporate structure such as transfer of shares and a change in company officers must be duly notified to the Registrar of Companies using the statutory forms.  Any change which requires an amendment to the MAA is not effective until the change to the MAA is duly registered.
Taxation
Rate All companies resident in Malta pay tax at the rate of 35% on the profit made.  Upon distribution of profits, tax refunds are generally available as further described hereunder.
Features Malta adopts the full imputation system, which means that shareholders of a Malta company, will be entitled to a tax credit equivalent to the tax paid by the company upon a distribution of profits
Tax Refund When dividends are paid by companies to non-resident shareholders, these shareholders typically become entitled to claim refunds of 6/7ths of the Malta tax paid by the company. Taking into account such refunds, this typically results in an effective rate of Malta tax of 5%.

Where the profit out of which a dividend is distributed consist of “passive interest or royalties”, the refund is set at 5/7 of the Malta tax suffered on such profit.

Double

Taxation

Maltese tax legislation provides relief from double taxation.  There are currently more than 65 double taxation treaties, mostly based on the OECD model.

Corporate Law

Public Limited Liability Company

Click for further information on plc companies
Type
Public limited liability company – (‘p.l.c.’ or ‘Public Limited Company’)
Regulator
The Registrar of Companies at the Malta Financial Services Authority
Governing legislation
Companies Act (Chapter 386 of the Laws of Malta)
Name of Company
Names which are similar to previously registered companies will not be allowed.  A search may be conducted for prior registered companies and the chosen name may be reserved in favour of the prospective applicant.
Shareholders
Minimum One (1) – in such a case the company will be deemed to be a single member company
Maximum No limit is set
Share-capital
Minimum €46,587.47.

At least 25% of the share capital must be paid up and evidence of this is to be provided prior to incorporation of the company.  This is typically done by depositing such amount in a ‘company in formation’ bank account provisionally opened in the name of the company.

Maximum n/a
Currency Any currency that is legal tender in Malta.
Classes of

Shares

Allowed
Redeemable

Preference Shares

Allowed
Offers to the

Public

Allowed.  Prospectus is required.
Directors
Minimum Two (2)
Maximum No limit is set
Local

Presence

Not required although a level of presence in Malta is recommended due to tax related matters
Company Secretary
Number One (1)
Local Presence Not mandatory but this is recommended for operational reasons.
Other conditions If the company has only one director, the company secretary must be a different person (unless the company is a single member company).
Incorporation Process
Due diligence process A due diligence process must be undertaken in line with industry practice
MAA A memorandum and articles of association (‘MAA’) must be entered into and signed by the founding shareholders.  The MAA must be deposited to the Registrar of Companies at the incorporation stage.
Supporting Documentation Evidence of share capital deposited

Identification documents

Registration

Fee

A registration fee must be paid prior to the incorporation of a Maltese company.  The fee is calculated on the basis of the authorised share capital up to a maximum of € 2,250.
Registration Certificate The date of incorporation is usually the same day on which the documentation is submitted satisfactorily to MFSA.
Meetings
Board of Directors At least once every year.
Shareholders At least once every year (annual general meeting)
Annual Statutory Requirements
Annual

Return

To be submitted to MFSA annually on the incorporation anniversary date
Annual Fee Annual registration fee is to be paid to the MFSA on each anniversary date.  The fees depend on the authorised share capital of the company
Financial Statements Annually

To be filed by no later than the date falling 10 months (and an additional 42 days) after the accounting reference date

Tax Return Annually

Filing date depends on accounting reference date.  If company has a accounting reference date of 31 December – the tax return must be filed by 30 September of the following year.

Accountancy Requirements
Financial Statements Required
Auditor Required
Accessibility of Accounts Financial Statements are accessible physically at the Registry of Companies and electronically through the website maintained by the Registrar of Companies.
Registration of Changes
Any changes to the corporate structure such as transfer of shares and a change in company officers must be duly notified to the Registrar of Companies using the statutory forms.  Any change which requires an amendment to the MAA is not effective until the change to the MAA is duly registered.
Taxation
Rate All companies resident in Malta pay tax at the rate of 35% on the profit made.  Upon distribution of profits, tax refunds are generally available as further described hereunder.
Features Malta adopts the full imputation system, which means that shareholders of a Malta company, will be entitled to a tax credit equivalent to the tax paid by the company upon a distribution of profits
Tax Refund When dividends are paid by companies to non-resident shareholders, these shareholders typically become entitled to claim refunds of 6/7ths of the Malta tax paid by the company. Taking into account such refunds, this typically results in an effective rate of Malta tax of 5%.

Where the profit out of which a dividend is distributed consist of “passive interest or royalties”, the refund is set at 5/7 of the Malta tax suffered on such profit.

Double

Taxation

Maltese tax legislation provides relief from double taxation.  There are currently more than 65 double taxation treaties, mostly based on the OECD model.

Our Services

Our services include:

  • Identifying the most appropriate corporate vehicle to be used by a client
  • Drafting the corporate documentation – Memorandum and Articles of Association
  • Drafting and negotiating a shareholders’ agreement
  • Due Diligence Exercises
  • Mergers and Acquisitions
  • Shareholders agreements
  • Share transfer agreements
  • Corporate Governance
  • Corporate Advisory
  • Liquidations
  • Initial Public Offering (“IPO”)

Areas of Expertise